Common use of Fees/Warrants Clause in Contracts

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight percent (8%) of the Purchase Price ("Fund Manager's Fee"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers"), one Warrant for each $1.00 of Purchase Price invested by such Subscriber. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 8,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 300,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight percent (8%) of the Purchase Price ("Fund ManagerFinder's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund ManagerFinder's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid to the Finders identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Finder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to one hundred and twenty percent (120% %) of the three lowest closing prices bid price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Datetraded. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund ManagerFinder's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerfinder's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 10,000 (of which $7,500 has been paid) for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 1,200,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight percent (8%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the Fund Manager identified on Schedule B, the sum of $2,500 as an expense allowance ("Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers"), one Warrant for each $1.00 1.375 of Purchase Price invested by such Subscriber. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120130% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscribers in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 8,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 400,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund ManagerFinder's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund ManagerFinder's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid to the Finders identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Finder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% one hundred and ten percent (110%) of the three lowest closing prices bid price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Datetraded. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund ManagerFinder's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerfinder's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 2,500 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 34,723 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120the lesser of (i) $[ ] or (ii) 105% of the average of the three lowest closing bid prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded ) for the ten (10) trading days preceding prior to but not including the Closing Datedate the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Managermanager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.escrow

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fee of $1,000 17,000 ($8,500 of which has already been paid) for services rendered to Subscribers in connection with reviewing this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 (the "Initial Offering"), and acting as escrow agent for the Initial Offering. The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight of ten percent (810%) of the Purchase Price and Put Purchase Price designated on the signature page hereto ("Fund ManagerFinder's Fee")) and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Initial Warrants") and Warrants issuable in connection with the Put ("Put Warrants") ("Warrant Exercise Compensation") to the Finders identified on Schedule B hereto. Collectively, the Initial Warrants and Put Warrants are referred to herein as Warrants. The Fund ManagerFinder's Fee must be paid each Closing Date with respect and Put Closing Date. The Warrant Exercise Compensation must be paid within ten (10) days of Warrant exercise to the Notes issued Finders identified on such dateSchedule B hereto. The Fund ManagerFinder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices bid price of the Common Stock as reported by Bloomberg Financial for on the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date or Put Closing Date, as the case may be. The aggregate number of Common Shares purchasable upon exercise of the Initial Warrants and Put Warrants is equal to 12% of the Common Shares issued upon conversion of the Notes and Put Notes. The Warrants designated on Schedule B hereto must be delivered no later than the Delivery Date (defined in Section 9.1(b) hereof) in relation to the Subscribers on relevant Conversion Date. In the Closing event the Notes issued in the Initial Offering are not fully converted as of the Maturity Date of the Notes, then at the election of each Warrant Recipient, the Maturity Date (as defined in the Note) shall be deemed a Conversion Date (as defined in the Note) and the Conversion Price (as defined in the Note) will be deemed to be 78% of the average of the three lowest closing bid prices of the Common Stock as reported by the Principal Market for the ten trading days preceding but not including the Maturity Date. Failure to timely deliver the Finder's Fee, Warrant Exercise Compensation, Compensation or the Warrants or Fund Manager's Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund ManagerFinder's Fee, Fee and legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company Company. All the representations, covenants, warranties, undertakings, and out indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the escrow proceeds. (d) The Company on Subscriber are hereby also made and granted to the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf Warrant Recipients in respect of the indemnifying party in connection with this Agreement or Warrants and Company Shares issuable upon exercise of the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription AgreementWarrants.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 4,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 200,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers"), one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing DateDate or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscribers in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The On the Closing Date, the Company shall pay to counsel to the Subscriber its fees of $1,000 25,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up equal to $500,000 1,500,000 (the "Initial Offering")) and $750,000 of Put Purchase Price as defined in Section 11.1(a) and acting as escrow agent for the Initial Offering. The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: of eight percent (8%) of the Purchase Price and Put Purchase Price set forth on the signature page hereto ("Fund ManagerFinder's Fee")) to the Finders identified on Schedule B hereto. The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Fund ManagerFinder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase PricePrices" of Common Stock as defined in the Warrant shall be equal to 120% of $1.25 for Warrants issued in connection with the three lowest closing prices of Initial Offering and $1.50 for Warrants issued in connection with the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including Put. The lower priced Warrants must be delivered on the Closing Date. The Put Warrants designated on Schedule B hereto must be delivered to the Subscribers on the sooner of the Put Closing DateDate or within three business days of the occurrence of an Event of Default. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 22,500 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 (the "Initial Offering"), and acting as escrow agent for the Initial Offering. The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the total amount of: eight of ten percent (810%) of the Purchase Price and Put Purchase Price as defined in Section 11.1(a) hereto, and set forth on the signature page hereto ("Fund ManagerFinder's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Initial Warrants"), and Warrants issuable in connection with the Put ("Put Warrants") ("Warrant Exercise Compensation") to the Finders identified on Schedule B hereto. Collectively, the Initial Warrants and Put Warrants are referred to herein as Warrants. The Fund ManagerFinder's Fee must be paid each Closing Date and Put Closing Date with respect to the Notes issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid within ten (10) calendar days of Warrant exercise to the Finders identified on Schedule B hereto. The Finder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the entity identified on Schedule B hereto, the sum of $2,500 as a non-accountable expense allowance ("Non-Accountable Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% one hundred and five percent (105%) of the three lowest closing prices bid price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date or Put Closing Date, as the case may be, as reported by Bloomberg Financial for on the Pink Sheets, the NASD NASDAQ OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for traded. The aggregate number of Common Shares purchasable upon exercise of the ten (10) trading days preceding but not including Initial Put Warrants is set forth on Schedule B hereto. Except with the Warrants issuable in connection with the Filing Put Amount [defined in Section 11.1(b)(i)] and the Section 11.2 Put Amount [defined in Section 11.2(e)(ii)], the number of Common Shares issuable upon exercise of the Put Warrants is equal to 12% of the Common Shares issuable upon conversion of the Put Notes issued in the aggregate to Subscribers to the Initial Offering. The Initial Warrants must be delivered on the Closing Date. The Put Warrants designated on Schedule B hereto must be delivered no later than the Delivery Date (defined in Section 9.1(b) hereof) in relation to the Subscribers on the Closing relevant Conversion Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund ManagerFinder's Fee, Fee and legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on holders of the one handWarrants are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in the Subscription AgreementSection 10 hereof.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fees, up to a maximum of $1,000 25,000 (of which $7,500 has been paid) for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 (the "“Initial Offering")”) and acting as escrow agent for the Initial Offering. The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight of ten percent (810%) of the Purchase Price and Put Purchase Price defined in Section 11.1(a) hereto, and set forth on the signature page hereto ("Fund Manager's “Finder’s Fee"”) and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering (“Initial Warrants”), and Warrants issuable in connection with the Put (“Put Warrants”) (“Warrant Exercise Compensation”) to the Finders identified on Schedule B hereto. Collectively, the Initial Warrants and Put Warrants are referred to herein as Warrants. The Fund Manager's Finder’s Fee must be paid each Closing Date and Put Closing Date with respect to the Notes issued on such date. The Fund Manager's Warrant Exercise Compensation must be paid within ten (10) days of Warrant exercise to the Finders identified on Schedule B hereto. The Finder’s Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent.. 6 (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "“Purchase Price" ” of Common Stock as defined in the Warrant shall be equal to 120% one hundred percent (100%) of the average of the three lowest closing bid prices of the Common Stock for the ten (10) trading days preceding but not including the Closing Date or Put Closing Date, as the case may be, as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the “Principal Market"”), or such other principal market or exchange where the Common Stock is listed or traded for traded. The Company shall issue common stock purchase warrants in connection with the ten Section 11.2(e) Put Amount (10) trading days preceding but not including sometimes referred to herein as “Initial Put Warrants”). The aggregate number of Common Shares purchasable upon exercise of the Initial Put Warrants is set forth on Schedule B hereto. The number of Common Shares issuable upon exercise of the balance of the Put Warrants is equal to 12% of the Common Shares to be issued upon conversion of the final $3,000,000 of Put Notes issued in the aggregate to Subscribers to the Initial Offering. The Initial Warrants must be delivered at the Closing Date. The Put Warrants designated on Schedule B hereto issuable in connection with the Section 11.2(e) Amount must be issued and delivered no later than the date the corresponding Section 11.2(e) Amount Put Notes are delivered. The remaining Put Warrants must be delivered no later than the Delivery Date (defined in Section 9.1(b) hereof) in relation to the Subscribers on the Closing relevant Conversion Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Finder’s Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund Manager's Fee, Finder’s Fee and legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on holders of the one handWarrants are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in the Subscription AgreementSection 10 hereof.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 15,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 750,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight percent (8%) aggregate 30,000 shares of the Purchase Price common stock of the Company ("Fund ManagerFinder's FeeShares"). The Fund ManagerFinder's Fee Shares must be paid each delivered on the Closing Date with respect to the Notes issued on such dateDate. The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver on the Closing Date to the Subscribers parties identified on Schedule B (sometimes referred to as "SubscribersWarrant Recipients"), one Warrant for each $1.00 ) the amount of Purchase Price invested by such Subscriber. Warrants set forth on Schedule B. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note$1.56. (c) The Fund Manager's FeeAll the representations, legal fees covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and escrow agent's fee will be paid other rights including but not limited to registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Fund Managers Subscribers, Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out Warrant Recipients in respect of the escrow proceedsFinder's Shares, Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 6,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 400,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the fund manager of the Subscriber ("Fund Managers Manager") identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each on the Closing Date with respect to the Notes issued Notes. The Warrant Exercise Compensation must be paid to the Fund Managers identified on such dateSchedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to Warrant Recipients identified on Schedule B hereto, 4,000,000 Warrants as "Subscribers"), one Warrant for each $1.00 of Purchase Price invested by such Subscriberdesignated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to one hundred and twenty percent (120% %) of the three lowest closing prices bid price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Datetraded. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerFund Manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 15,000 ($5,000 of which has previously been paid) for services rendered to Subscribers Subscriber in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 1,000,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the Fund Manager identified on Schedule B, the sum of $2,500 as an expense allowance ("Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Subscriber, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants Warrant designated on Schedule B hereto must be delivered to the Subscribers Subscriber on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, Compensation or the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscriber in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 5,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 215,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120the lesser of (i) $.021 or (ii) 105% of the average of the three lowest closing bid prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded ) for the ten (10) trading days preceding prior to but not including the Closing Datedate the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Managermanager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 2,500 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 250,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "SubscribersSubscriber"), one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The initial per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date$1.15. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscribers in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 15,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 1,250,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the Fund Manager identified on Schedule B, the sum of $2,500 as an expense allowance ("Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers"), one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The initial per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date$1.78. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscribers in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fees, up to a maximum of $1,000 25,000 (of which $7,500 has been paid) for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 750,000 (the "Initial Offering"). The Company will pay the , and acting as escrow agent for the Offering a fee of $750Initial Offering. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight nine percent (89%) of the Purchase Price and aggregate Put Purchase Price (defined in Section 11.1(a) hereto), and set forth on the signature page hereto ("Fund ManagerFinder's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Initial Warrants"), and Warrants issuable in connection with the Put ("Put Warrants") ("Warrant Exercise Compensation"). Collectively, the Initial Warrants and Put Warrants are referred to herein as Warrants. The Fund ManagerFinder's Fee must be paid each Closing Date and Put Closing Date with respect to the Notes issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid to the Finders identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise cash. The Finder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the entity identified on Schedule B hereto, the sum of $2,500 as a non- accountable expense allowance ("Non-Accountable Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% one hundred and ten percent (110%) of the three lowest closing prices price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date or Put Closing Date, as the case may be, as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for traded. The Company shall issue common stock purchase warrants in connection with the ten Section 11.2(e) Put Amounts (10) trading days preceding but not including sometimes referred to herein as "Initial Put Warrants"). The aggregate number of Common Shares purchasable upon exercise of the Initial Put Warrants is set forth on Schedule B hereto. The number of Common Shares issuable upon exercise of the balance of the Put Warrants is equal to 12% of the Common Shares to be issued upon conversion of the final $18,000,000 of Put Notes issued in the aggregate to Subscribers to the Initial Offering. The Initial Warrants must be delivered at the Closing Date. The Put Warrants designated on Schedule B hereto issuable in connection with the Section 11.2(e) Amount must be issued and delivered no later than the date the corresponding Section 11.2 (e) Amount Put Notes are delivered. The remaining Put Warrants must be delivered no later than the Delivery Date (defined in Section 9.1(b) hereof) in relation to the Subscribers on the Closing relevant Conversion Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund ManagerFinder's Fee, Fee and legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (d) The Company on . All the one handrepresentations, covenants, warranties, undertakings, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber on are hereby also made and granted to the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf Warrant Recipients in respect of the indemnifying party in connection with this Agreement or Warrants and Company Shares issuable upon exercise of the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription AgreementWarrants.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 7,500 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 400,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight percent (8%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers"), one Warrant for each $1.00 1.375 of Purchase Price invested by such Subscriber. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120130% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscribers in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fee of $1,000 25,000 ($5,000 of which has already been paid) for services rendered to Subscribers in connection with reviewing this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 250,000 (the "Initial Offering"), and an additional subscription amount of up to $250,000 (the "Second Payment"), and acting as escrow agent for the Initial Offering. The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight of ten percent (810%) of the Purchase Price and Second Payment Note Purchase Price designated on the signature page hereto ("Fund ManagerFinder's Fee")) and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Initial Warrants") and Warrants issuable in connection with the Second Payment("Second Payment Warrants") ("Warrant Exercise Compensation") to the Finders identified on Schedule B hereto. Collectively, the Initial Warrants and Second Payment Warrants are referred to herein as Warrants. The Fund ManagerFinder's Fee must be paid each Closing Date with respect and Second Payment Closing Date. The Warrant Exercise Compensation must be paid within ten (10) days of Warrant exercise to the Notes issued Finders identified on such dateSchedule B hereto. The Fund ManagerFinder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and the Second Payment. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% the lesser of (i) the three lowest closing prices bid price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants designated on Schedule B hereto must be delivered to Date or (ii) the Subscribers average of the lowest closing bid prices of the Common Stock as reported by Bloomberg Financial on the Closing Date. Failure Principal Market for the three trading days prior to timely deliver but not including the date the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.is

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 15,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 750,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight percent (8%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the Fund Manager identified on Schedule B, the sum of $2,500 as an expense allowance ("Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers"), one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing DateDate or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscribers in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 25,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 1,100,000 (the "Offering"). The Company will pay the , and acting as escrow agent for the Offering a fee of $750Offering. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight nine percent (89%) of the Purchase Price set forth on the signature page hereto ("Fund ManagerFinder's Fee"). The Fund ManagerFinder's Fee and legal fees for the Offering must be paid each on the Closing Date with respect to the Notes issued on such date. The Fund ManagerFinder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to one hundred and twenty percent (120% %) of the three lowest closing prices price of the Common Stock for the five trading days preceding but not including the Closing Date as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Notetraded. (c) The Fund ManagerFinder's Fee, Fee and legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (d) The Company on . All the one handrepresentations, covenants, warranties, undertakings, remedies, liquidated damages, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber on are hereby also made and granted to the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf Warrant Recipients in respect of the indemnifying party in connection with this Agreement or Warrants and Company Shares issuable upon exercise of the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription AgreementWarrants.

Fees/Warrants. (a) The Company shall pay to counsel to the reimburse Subscriber for its legal fees of $1,000 4,000 for services rendered to Subscribers the Subscriber in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 250,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the fund manager of the Subscriber ("Fund Managers Manager") identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each on the Closing Date with respect to the Notes issued Notes. The Warrant Exercise Compensation must be paid to the Fund Managers identified on such dateSchedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to Warrant Recipients identified on Schedule B hereto, 250,000 Warrants as "Subscribers"), one Warrant for each $1.00 of Purchase Price invested by such Subscriberdesignated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to one hundred and twenty percent (120% %) of the three lowest closing prices bid price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Datetraded. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerFund Manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 5,000 for services rendered to Subscribers the Subscriber in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 400,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the fund manager of the Subscriber ("Fund Managers Manager") identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be 7 paid each on the Closing Date with respect to the Notes issued Notes. The Warrant Exercise Compensation must be paid to the Fund Managers identified on such dateSchedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to Warrant Recipients identified on Schedule B hereto, 4,000,000 Warrants as "Subscribers"), one Warrant for each $1.00 of Purchase Price invested by such Subscriberdesignated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to one hundred and twenty percent (120% %) of the three lowest closing prices bid price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Datetraded. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerFund Manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 10,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120the lesser of (i) 105% of the average of the three lowest closing bid prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing DateDate or (ii) 105% of the average of the three lowest closing bid prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Managermanager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 2,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 75,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120the lesser of (i) $.039 or (ii) 105% of the average of the three lowest closing bid prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded ) for the ten (10) trading days preceding prior to but not including the Closing Datedate the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Managermanager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 10,000 for services rendered to Subscribers Subscriber in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 550,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers Placement Agent identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund ManagerPlacement Agent's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund ManagerPlacement Agent's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid to the Placement Agent's identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Placement Agent's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Subscriber, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% (i) $0.73 ("Maximum Purchase Price") or (ii) sixty percent (60%) of the average of the three lowest closing bid prices of for the Common Stock as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the Principal Market")time the principal trading exchange or market for the Common Stock, or if not then trading on the foregoing, such other principal market or exchange where the Common Stock is listed or traded (the "Principal Market"), for the ten (10) trading days preceding prior to but not including the date of purchase. Further, in the event that the average closing bid price for the Common Stock on the Principal Market for the last five (5) trading days prior to the nine (9) month anniversary date after the Closing Dateof this Subscription Agreement is less than $1.10, the Maximum Purchase Price shall be reduced from $.73 to sixty percent (60%) of said average five (5) day closing bid price. The Warrants Warrant designated on Schedule B hereto must be delivered to the Subscribers Subscriber on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, Compensation or the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the NoteNotes. (c) The Fund ManagerPlacement Agent's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers Placement Agent's and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscriber in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerPlacement Agent's fees Fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 10,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 7,000,000 of principal amount of Secured Exchange Convertible Notes and up to $250,000 of Secured SMTV Convertible Notes (the "Offering"). The Company will pay the ) and acting as escrow agent for the Offering a fee of $750Offering. The Company will pay to the Fund Managers Finders identified on Schedule B D hereto a cash fee in the amount of: eight percent (8%) equal to 7% of the Purchase Price of the Secured SMTV Convertible Notes as designated on Schedule D ("Fund ManagerFinder's Fee"). The Fund ManagerFinder's Fee must be paid each on the Purchase Price Closing Date with respect to the Notes issued on such dateDate. The Fund Manager's Fee and legal fees will be payable paid on the Purchase Price Closing Date out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver on the Closing Date to the Subscribers (sometimes referred to as "Subscribers")the Secured Exchange Convertible Notes, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on the signature page hereto. A form of Warrant is annexed hereto as Exhibit D. E. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date$2.50. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default exercisable for five years after the Issue Date (as defined in Article III of the NoteWarrant). (c) The Fund Manager's FeeAll the representations, legal fees covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and escrow agent's fee will be paid other rights including but not limited to registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out Subscribers in respect of the escrow proceedsWarrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerfinder's fees except as identified on Schedule B D hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B D hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay paid to counsel to the Subscriber its fees of $1,000 10,000 for services rendered to Subscribers Subscriber in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 250,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers Placement Agent identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund ManagerPlacement Agent's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund ManagerPlacement Agent's Fee must be paid each Closing Date with respect to the Notes Note issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid to the Placement Agent's identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Placement Agent's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Subscriber, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% (i) $0.73 ("Maximum Purchase Price") or (ii) sixty percent (60%) of the average of the three lowest closing bid prices of for the Common Stock as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the Principal Market")time the principal trading exchange or market for the Common Stock, or if not then trading on the foregoing, such other principal market or exchange where the Common Stock is listed or traded (the "Principal Market"), for the ten (10) trading days preceding prior to but not including the Closing Datedate of purchase. Further, IN THE EVENT THAT THE AVERAGE CLOSING BID PRICE FOR THE COMMON STOCK ON THE PRINCIPAL MARKET FOR THE LAST FIVE (5) TRADING DAYS PRIOR TO THE NINE (9) MONTH ANNIVERSARY DATE AFTER THE CLOSING OF THIS SUBSCRIPTION AGREEMENT IS LESS THAN $1.10, THE MAXIMUM PURCHASE PRICE SHALL BE REDUCED FROM $.73 TO SIXTY PERCENT (60%) OF SAID AVERAGE FIVE (5) DAY CLOSING BID PRICE. The Warrants Warrant designated on Schedule B hereto must be delivered to the Subscribers Subscriber on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, Compensation or the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund ManagerPlacement Agent's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers Placement Agent's and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscriber in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerPlacement Agent's fees Fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fee of $1,000 20,000 for services rendered to Subscribers in connection with reviewing this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 1,250,000 (the "Initial Offering"), and acting as escrow agent for the Initial Offering. The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight of twelve percent (812%) of the Purchase Price and Put Purchase Price designated on the signature page hereto ("Fund ManagerFinder's Fee")) to the Finders identified on Schedule B hereto. The Fund ManagerFinder's Fee must be paid each Closing Date with respect to the Notes issued on such dateand Put Closing Date. The Fund ManagerFinder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The . At the Closing, the Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers"), one Warrant for each $1.00 of Purchase Price invested by such Subscriber. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined Recipients the Warrants in the Warrant shall be equal to 120% of amounts and at the three lowest closing exercise prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Notehereto. (cb) The Fund ManagerFinder's Fee, Fee and legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company Company. All the representations, covenants, warranties, undertakings, and out indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the escrow proceeds. (d) The Company on Subscriber are hereby also made and granted to the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf Warrant Recipients in respect of the indemnifying party in connection with this Agreement or Warrants and Company Shares issuable upon exercise of the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription AgreementWarrants.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fees, up to a maximum of $1,000 21,500 (of which $7,500 has been paid) for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 750,000 (the "Initial Offering")) and aggregate Put Amounts (as defined herein) of up to $4,250,000. The Company will pay the escrow agent for the Initial Offering a fee of $750500. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price and aggregate Put Purchase Price (defined in Section 11.1(a) hereto), and set forth on the signature page hereto ("Fund ManagerFinder's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Initial Warrants"), and Warrants issuable in connection with the Put ("Put Warrants") ("Warrant Exercise Compensation"). Collectively, the Initial Warrants and Put Warrants are referred to herein as Warrants. The Fund ManagerFinder's Fee must be paid each Closing Date and Put Closing Date with respect to the Notes issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid to the Finders identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise Purchase Price (as defined in the Warrant). The Finder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the entity identified on Schedule B hereto, the sum of $2,500 as an expense allowance ("Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% one hundred and ten percent (110%) of the three lowest closing prices bid price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date or Put Closing Date, as the case may be, as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Datetraded. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date and Put Closing Date, as the case may be. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund ManagerFinder's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerfinder's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The On the Closing Date, the Company shall pay to counsel to the Subscriber its fees of $1,000 20,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 1,500,000 (the "Initial Offering")) and up to $500,000 of Put Purchase Price as defined in Section 11.1(a) and acting as escrow agent for the Initial Offering. The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight of six percent (86%) of the Purchase Price and Put Purchase Price set forth on the signature page hereto ("Fund ManagerFinder's Fee")) to the Finders identified on Schedule B hereto. The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Fund ManagerFinder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The respective Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date or Put Closing Date, as the case may be. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund ManagerFinder's Fee, Fee and legal fees and escrow agent's fee will be paid to the Fund Managers Finders and Subscriber's attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (d) The Company on . All the one handrepresentations, covenants, warranties, undertakings, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber on are hereby also made and granted to the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf Warrant Recipients in respect of the indemnifying party in connection with this Agreement or Warrants and Company Shares issuable upon exercise of the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription AgreementWarrants.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 20,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 750,000 (the "Offering"). The Company will pay the ) and acting as escrow agent for the Offering a fee of $750Offering. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight percent (8%) equal to 10% of the Purchase Price as designated on Schedule B ("Fund ManagerFinder's Fee"). The Fund ManagerFinder's Fee must be paid each on the Closing Date with respect to the Notes issued on such dateDate. The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver on the Closing Date to the Subscribers (sometimes referred to as "Subscribers"), one Warrant for each Five Dollars ($1.00 5.00) of Purchase Price invested by such SubscriberPrice. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date. The Warrants designated on Schedule B hereto must be delivered to the Subscribers on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note$1.50. (c) The Fund Manager's FeeAll the representations, legal fees covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and escrow agent's fee will be paid other rights including but not limited to registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out Subscribers in respect of the escrow proceedsWarrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerfinder's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 7,500 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 300,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120the lesser of (i) 110% of the three lowest closing prices price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing DateDate or (ii) 110% of the lowest closing price of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Managermanager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fees, up to a maximum of $1,000 24,500 (of which $7,500 has been paid) for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 750,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750500. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price and aggregate Put Purchase Price (defined in Section 11.1(a) hereto), and set forth on the signature page hereto ("Fund ManagerFinder's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Initial Warrants"), and Warrants issuable in connection with the Put ("Put Warrants") ("Warrant Exercise Compensation"). Collectively, the Initial Warrants and Put Warrants are referred to herein as Warrants. The Fund ManagerFinder's Fee must be paid each Closing Date and Put Closing Date with respect to the Notes issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid to the Finders identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise Purchase Price (as defined in the Warrant). The Finder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the entity identified on Schedule B hereto, the sum of $2,500 as a due diligence expense allowance ("Due Diligence Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% one hundred and ten percent (110%) of the three lowest closing prices bid price of the Common Stock for the ten (10) trading days preceding but not including the Closing Date or Put Closing Date, as the case may be, as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Small Cap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for traded. The number of Common Shares issuable upon exercise of the ten (10) trading days preceding but not including Put Warrants is equal to 12% of the Common Shares issuable upon conversion of the $13,250,000 of Put Notes issuable in the aggregate to Subscribers to the Initial Offering. The Initial Warrants must be delivered at the Closing Date. The Put Warrants designated on Schedule B hereto must be delivered no later than the Delivery Date (defined in Section 9.1(b) hereof) in relation to the Subscribers on the Closing relevant Conversion Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund ManagerFinder's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on holders of the one handWarrants are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in the Subscription AgreementSection 10 hereof.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fees, up to a maximum of $1,000 22,500 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 375,000 (the "Initial Offering"). The Company will pay the , and acting as escrow agent for the Offering a fee of $750Initial Offering. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the initial $375,000 of Purchase Price and aggregate Put Purchase Price (defined in Section 11.1(a) hereto), and set forth on the signature page hereto ("Fund ManagerFinder's Fee"); and 4% of gross cash proceeds thereafter. The Fund ManagerFinder's Fee must be paid each Closing Date and Put Closing Date with respect to the Notes issued on such date. The Fund ManagerFinder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% one hundred and ten percent (110%) of the three lowest closing prices price of the Common Stock for the trading day preceding but not including the Closing Date or Put Closing Date, as the case may be, as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Datetraded. The aggregate number of Common Shares purchasable upon exercise of the Warrants designated on Schedule B hereto must be delivered is equal to the Subscribers number of Common Shares that would be issued on a Closing Date or Put Closing Date if the Closing DateNotes or Put Notes issued on such closing dates were converted on such closing date at the Conversion Price set forth in Section 2.1(b)(i) of the Note. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund ManagerFinder's Fee shall be deemed an Event of Default as defined in Article III of the Note and Put Note. (c) The Fund ManagerFinder's Fee, Fee and legal fees and escrow agent's fee will be paid to the Fund Managers Finders and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on holders of the one handWarrants are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in the Subscription AgreementSection 10 hereof.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees fees, up to a maximum of $1,000 35,000 (of which $7,500 has been paid) for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 1,000,000 (the "Initial Offering"). The Company will pay the , and aggregate Put Purchase Price (defined in Section 11.1(a) hereto) of $4,000,000, and acting as escrow agent for the Offering a fee of $750Initial Offering. The Company will pay to the Fund Managers Finders identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the initial $3,000,000 of Purchase Price and aggregate Put Purchase Price, and set forth on the signature page hereto ("Fund ManagerFinder's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Initial Warrants"), and Warrants issuable in connection with the Put ("Put Warrants") ("Warrant Exercise Compensation"); 7% of the following $8,000,000 of such actual cash proceeds; and 5% of all cash proceeds thereafter. Collectively, the Initial Warrants and Put Warrants are referred to herein as Warrants. The Fund ManagerFinder's Fee must be paid each Closing Date and Put Closing Date with respect to the Notes issued on such date. The Fund ManagerWarrant Exercise Compensation must be paid within ten (10) days of Warrant exercise to the Finders identified on Schedule B hereto. The Finder's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the entity identified on Schedule B hereto, the sum of $2,500 as a non-accountable expense allowance ("Non-Accountable Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 Warrants in the amounts designated on Schedule B hereto in connection with the Initial Offering and exercise of Purchase Price invested by such Subscriberthe Put. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% one hundred and five percent (105%) of the average of the three lowest closing bid prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Date or Put Closing Date. The Warrants designated on Schedule B hereto must be delivered to , as the Subscribers case may be, as reported on the Closing Date. Failure to timely deliver NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the Warrant Exercise Compensationforegoing is at the time the principal trading exchange or market for the Common Stock, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions"Principal Market"), or similar payments in connection with the offering described in the Subscription Agreement.such

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 8,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the fund manager of the Subscriber ("Fund Managers Manager") identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Manager, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the Fund Manager the sum of $2,500 as an expense allowance ("Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% one hundred and ten percent (110%) of the average of the three lowest closing bid prices of the Common Stock for the ten (10) trading days preceding but not including the Closing Date, as reported by Bloomberg Financial for the Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National MarketMarket System, American Stock Exchange, or New York Stock Exchange (each whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing Datetraded. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers Manager and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund managerFund Manager's fees Fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 8,000 for services rendered to Subscribers in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 400,000 (the "Initial Offering"). The Company will pay the escrow agent for the Initial Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Initial Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120the lesser of (i) 110% of the three lowest closing prices price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing DateDate or (ii) 110% of the lowest closing price of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Managermanager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fees of $1,000 5,000 for services rendered to Subscribers Subscribers, including escrow agent fees, in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 162,500 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee shall be paid by a Note identical to the one issued to the Subscribers. The Warrant Exercise Compensation must be paid each Closing Date with respect to the Notes issued Fund Managers identified on such dateSchedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal Legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Warrant Recipients identified on Schedule B hereto, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to 120% of the three lowest closing prices price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded ) for the ten (10) trading days preceding but not including day prior to the Closing Date. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Warrant Recipients on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Managermanager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Warrant Recipients in respect of the Warrants and Company Shares issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees/Warrants. (a) The Company shall pay to counsel to the Subscriber its fixed fees of $1,000 15,000 for services rendered to Subscribers Subscriber in connection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $500,000 1,000,000 (the "Offering"). The Company will pay the escrow agent for the Offering a fee of $750. The Company will pay to the Fund Managers identified on Schedule B hereto a cash fee in the amount of: eight ten percent (810%) of the Purchase Price ("Fund Manager's Fee") and of the actual cash proceeds received by the Company in connection with the exercise of the Warrants issued in connection with the Offering ("Warrant Exercise Compensation"). The Fund Manager's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Warrant Exercise Compensation must be paid to the Fund Managers identified on Schedule B hereto, within ten (10) days of receipt of the Warrant exercise "Purchase Price" (as defined in the Warrant). The Fund Manager's Fee and legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, Subscriber and an Escrow Agent. On the Closing Date, the Company will pay the Fund Manager identified on Schedule B, the sum of $2,500 as an expense allowance ("Expense Allowance"). (b) The Company will also issue and deliver to the Subscribers (sometimes referred to as "Subscribers")Subscriber, one Warrant for each $1.00 of Purchase Price invested by such SubscriberWarrants in the amounts designated on Schedule B hereto in connection with the Initial Offering. A form of Warrant is annexed hereto as Exhibit D. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC OTC-Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded for the ten (10) trading days preceding but not including the Closing DateDate or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. The Warrants designated on Schedule B hereto must be delivered to the Subscribers Subscriber on the Closing Date. Failure to timely deliver the Warrant Exercise Compensation, the Warrants or Fund Manager's Fee shall be an Event of Default as defined in Article III of the Note. (c) The Fund Manager's Fee, legal fees and escrow agent's fee will be paid to the Fund Managers and attorneys only when, as, and if a corresponding subscription amount is released from escrow to the Company and out of the escrow proceeds. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, rights in Section 9 hereof, and other rights but not including registration rights made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Subscriber in respect of the Warrants and Common Stock issuable upon exercise of the Warrants. (d) The Company on the one hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or fund manager's fees except as identified on Schedule B hereto on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. Except as set forth on Schedule B hereto, the Company represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.