Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries Purchasers is a corporation, partnership partnership, limited duration company or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries Purchasers has the corporate corporate, partnership, limited duration company or limited liability company, as the case may be, power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Term Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between among the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (viv) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement") ”), and (viiiv) all other agreements related to this Agreement and the Term Note and referred to herein (the preceding clauses (ii) through (viiiiv), the Subsidiary Guaranty dated as of May 19, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), the Stock Pledge Agreement dated as of May 19, 2005 among the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), and the Subordination Agreement dated as of May 19, 2005 among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”), collectively, the "“Related Agreements"”), to issue and sell purchase the Note Term Notes and the shares of Common Stock issuable upon conversion of the Note Term Notes (the "“Note Shares"”), to issue and sell purchase the Warrant Warrants and the Warrant Shares, and and, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conductedAgreements. Each of the Company and each of its Subsidiaries Purchasers is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership partnership, limited duration company or limited liability company, as the case may be, in all such Purchasers jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect")organization.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation and Ratification Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Reaffirmation Agreement”) pursuant to which the Company reaffirms its obligations under, among other documents, instruments and agreements, (A) the Master Security Agreement dated as of October 28, 2004 by and between the Company and the Purchaser (as the same has been amended and restated as of the date hereof and as the same may be further amended, modified and/or supplemented from time to time, the “Master Security Agreement"”), (B) the Restricted Account Agreement dated as of October 28, 2004 among North Fork Bank, a New York banking corporation, the Company and the Purchaser, and (C) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of October 28, 2004 made by the Company in favor of the Purchaser (as the same has been amended and restated as of the date hereof and as the same may be further amended, modified or supplemented from time to time), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”); (vi) the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time), (vii) the Transfer Order and Direction to Pay made by the Company in favor of the Purchaser, (viii) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Neodesha Pipeline, Inc. (“Neodesha”) in favor of the Purchaser (as amended, modified or supplemented from time to time), (ix) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Coal Creek in favor of the Purchaser (as amended, modified or supplemented from time to time), (x) the Stock Pledge Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time), (xi) the Guaranty dated as of the date hereof made by Neodesha in favor of the Purchaser (as amended, modified or supplemented from time to time), (xii) the Guaranty dated as of the date hereof made by Coal Creek in favor of the Purchaser (as amended, modified or supplemented from time to time), (xiii) the Master Security Agreement dated as of the date hereof by and among Neodesha, Coal Creek and the Purchaser (as amended, modified and/or supplemented from time to time, the “Guarantor Security Agreement”) and (viiixiv) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Note, to issue and sell the Warrant and the Warrant Shares, ; and to (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, and to execute and deliver deliver, to the extent a party thereto, (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), ,) (viv) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein and (v) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (v), together with (w) that certain Master Security Agreement dated as of April 2, 2004 by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge 2004 Master Security Agreement"), (viix) the Funds Escrow that certain Stock Pledge Agreement dated as of the date hereof April 2, 2004 among the Company, Company and the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow 2004 Stock Pledge Agreement"), (y) that certain Subsidiary Guaranty dated as of April 2, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "2004 Subsidiary Guaranty"), and (z) the Intercompany Subordination Agreement dated as of April 2, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2004 Intercompany Subordination Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessaryjurisdictions, except for those jurisdictions in which the failure to do so has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the power (corporate power and otherwise) and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and ), (viii) all the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (x) a Debenture, dated as of the date hereof, given by A.C. Technical Systems Ltd. in favour of the Purchaser, (xi) a Guaranty, dated as of the date hereof, given by Brent Swanick in favour of the Purchaser, (xii) a Share Pledge Agreexxxx, xxxxx xs of the date hereof, among A.C. Acquisition Corp., A.C. Technical Systems Ltd. and Brent Swanick in favour of the Purchaser, (xiii) a Blocked Accounts Xxxxxxxxx, xxted as of the date hereof, among A.C. Technical Systems Ltd., the Purchaser and the Royal Bank of Canada, (xiv) a Subordination Agreement, dated as of the date hereof, made by A.C. Technical Acquisition Corp., A.C. Technical Systems Ltd., The Navaratnam Trust, The Burns Trust, Sayan Navaratnam, Dominic Burns and certain other partixx, xn favour xx xxx Xxxxxxxxr. xxx (xx) xxx other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiixv), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Option and the Option Shares and the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, partnership or limited liability company, as the case may be, power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Term Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between among the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (viv) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement") ”), and (viiiv) all other agreements related to this Agreement and the Term Note and referred to herein (the preceding clauses (ii) through (viiiiv), the Subsidiary Guaranty dated as of May 19, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), the Stock Pledge Agreement dated as of May 19, 2005 among the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), and the Subordination Agreement dated as of May 19, 2005 among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”), collectively, the "“Related Agreements"”), to issue and sell the Note Term Notes and the shares of Common Stock issuable upon conversion of the Term Notes (other than the shares of Common Stock issuable upon conversion of the Term Note that will be issuable upon approval and adoption of the Share Increase Amendment), as defined below (the "“Note Shares"”), to issue and sell the Warrant Warrants and the Warrant SharesShares (other than the Warrant Shares that will be issuable upon approval and adoption of the Share Increase Amendment), and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”). Corgenix (UK) Ltd. owns no material assets in the United States.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended and restated on October 31, 2005 and as the same may be further amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (vi) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Purchaser (as amended and restated on October 31, 2005 and as the same may be further amended, modified or supplemented from time to time), (vii) the Transfer Order and Direction to Pay made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the “Transfer Order”), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (x) the Stock Pledge Agreement dated as of October 31, 2005 between the Company and the Purchaser (as amended, modified or supplemented from time to time), (xi) the Guaranty dated as of October 31, 2005 made by Neodesha Pipeline, Inc., a Nevada corporation (“Neodesha”) in favor of Purchaser (as amended, modified or supplemented from time to time), (xii) the Guaranty dated as of October 31, 2005 made by Coal Creek Pipeline, Inc., a Nevada corporation (“Coal Creek”) in favor of the Purchaser (as amended, modified or supplemented from time to time), (xiii) the Master Security Agreement dated as of October 31, 2005 among Neodesha, Coal Creek and the Purchaser, (xiv) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of October 31, 2005 from Neodesha to the Purchaser (as amended, modified or supplemented from time to time), (xv) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of October 31, 2005 made by Coal Creek in favor of the Purchaser (as amended, modified or supplemented from time to time), and (xvi) and all other documents, instruments and agreements related entered into, from time to this Agreement time, in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixvi), as amended, modified, and supplemented from time to time, collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).” Except as specifically amended herein, the Agreement and all other documents, instruments and agreements entered into in connection therewith (the “Other Documents”) shall remain in full force and effect, and are hereby ratified and confirmed. The execution, delivery and effectiveness of this letter agreement shall not operate as a waiver of any right, power or remedy of Laurus, nor constitute a waiver of any provision of the Agreement or any of the Other Documents. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York. This letter agreement may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto. Very truly yours, LAURUS MASTER FUND, LTD. By: /s/ Its:____________________________ CONSENTED AND AGREED TO: PETROL OIL AND GAS, INC. By: /s/ Its:__________________________

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries AirGATE is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company incorporation, and each of its Subsidiaries has the corporate power and authority (A) to own and operate its properties and assets, (B) to execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant to be issued in connection with this AgreementWarrants, (iii) the Master Security Agreement dated as of the even date hereof herewith between the Company, certain Subsidiaries AirGATE and each Purchaser substantially in the form of the Company and the Purchaser Exhibit F (as amended, modified or supplemented from time to time, the "Master “Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the even date hereof herewith between the Company and each Purchaser substantially in the Purchaser form of Exhibit G (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty Agreement dated as of even date herewith between the date hereof made by certain Subsidiaries Company, AirGATE and each Purchaser substantially in the form of the Company Exhibit H (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"“Guaranty Agreement”), and (vi) the Stock Pledge Agreement dated as of the date hereof among the Companyall other agreements, certain Subsidiaries of the Company and the Purchaser (as amendeddocuments, modified certificates or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D instruments contemplated hereunder or delivered pursuant hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiiiii)-(vi), collectively, the "“Related Agreements"”), except as set forth on Schedule 3.1, to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Note Notes (the "“Note Shares"”), (C) except as set forth on Schedule 3.1, to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares,”), (D) to issue and sell the Tranche B Shares, and (E) to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. Each of the Company and each of its Subsidiaries AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of it conducts its activities and of its properties (both owned and leased) makes such qualification necessarybusiness, except for those jurisdictions in which the failure to do be so qualified and authorized has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its SubsidiariesAirGATE, taken individually and as a whole (a "“Material Adverse Effect"”).”

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this AgreementNote, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by Xxxxx X. X’Xxxxxxx, Xx. MD (“X’Xxxxxxx”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “X’Xxxxxxx Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof between among the Company, certain its Subsidiaries of the Company and the Purchaser Agent (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (ivvi) the Registration Rights Intellectual Property Security Agreement relating dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the Securities “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between X’Xxxxxxx and the Agent (as amended, modified and/or supplemented from time to time, the “X’Xxxxxxx IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights “Royalty Agreement"”), (vxii) the Subsidiary Guaranty side letter agreement dated as of the date hereof made by certain Subsidiaries of and between the Company Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified or and/or supplemented from time to time, the "Subsidiary Guaranty")“Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (viixiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D B hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement") ”), and (viiixiv) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixiv), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver or reaffirm (as the case may be) (i) this Agreement, (ii) the Note and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation, Ratification and Amendment Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified modified, restated and/or supplemented from time to time, the “Reaffirmation Agreement”), respecting (among other things) (a) the Master Security Agreement dated as of June 30, 2006, between the Company, certain Subsidiaries of the Company and the Purchaser (as the same may have been and hereafter may be amended, modified, restated and/or supplemented from time to time, the “Master Security Agreement”), (b) the Stock Pledge Agreement dated as of June 30, 2006, among the Company, certain Subsidiaries of the Company and the Purchaser (as the same may have been and hereafter may be amended, modified, restated and/or or supplemented from time to time, the "Master “Stock Pledge Agreement”), (c) the Intellectual Property Security Agreement dated as of June 30, 2006, among the Company, certain Subsidiaries of the Company and the Purchaser (as the same may have been and hereafter may be amended, modified, restated and/or or supplemented from time to time, the “IP Security Agreement"”), and (d) the Subsidiary Guaranty dated as of June 30, 2006, made by certain Subsidiaries of the Company (as the same may have been and hereafter may be amended, modified, restated and/or supplemented from time to time, the “Subsidiary Guaranty”); (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or modified, restated and/or supplemented from time to time, the "“Registration Rights Agreement"”), ; (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company Amended and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Restated Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D E hereto (as amended, modified or modified, restated and/or supplemented from time to time, the "“Escrow Agreement"”); (vi) the Warrants; (vii) the Restricted Account Agreement by and among the Purchaser, the Company and North Fork Bank, dated as of the date hereof (as amended, modified, restated and/or supplemented, the “Restricted Account Agreement”); (viii) the Restricted Account Side Letter by and among the Purchaser and the Company, dated as of the date hereof (as amended, modified restated and/or supplemented, the “Restricted Account Side Letter”); (ix) the letter agreement dated as of the date hereof between the Purchaser and the Company respecting the securities issueable pursuant to the Warrants (as amended, modified, restated and/or supplemented from time to time, the “Warrant Side Letter”; and (x) all other documents, instruments and agreements related entered into on or after the date hereof in connection with the transactions contemplated hereby and thereby, as executed by the applicable parties and thereafter amended, modified, restated and/or supplemented from time to this Agreement time (the documents, instruments and the Note and referred to herein (agreements referenced in the preceding clauses (ii) through (viiixii) (including sub-clauses (iii)(a), (iii)(b), (iii)(c) and (iii)(d) thereof), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to 3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or and prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note Note, the Warrant and the Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or and/or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").Escrow

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Series A Preferred and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement")Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by the Company and certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary “Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form certificate of Exhibit D hereto designation related to the Series A Preferred (as amended, modified or supplemented from time to time, the "Escrow “Certificate of Designation”) (ix) the certificate of incorporation and by-laws of Newco (as amended, modified or supplemented from time to time, the “Newco Charter Documents”), (x) the Laurus Account Agreement dated as of the date hereof among Newco, the Purchaser and North Fork Bank (including the side letter related thereto, the “Restricted Account Agreement"”) and (viiixi) all other agreements related to this Agreement and the Note Series A Preferred and referred to herein (the preceding clauses (ii) through (viiixi), collectively, the "“Related Agreements"”), to issue and sell the Note Series A Preferred and the shares of Common Stock issuable as dividends and upon conversion of the Note Series A Preferred (the "Note “Series A Preferred Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver deliver, in each case, to the extent party thereto (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted, and in the case of the Company only, to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), ) and to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries AirGATE is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company incorporation, and each of its Subsidiaries has the corporate power and authority (A) to own and operate its properties and assets, (B) to execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant to be issued in connection with this AgreementWarrants, (iii) the Master Security Agreement dated as of the even date hereof herewith between the Company, certain Subsidiaries AirGATE and each Purchaser substantially in the form of the Company and the Purchaser Exhibit F (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the even date hereof herewith between the Company and each Purchaser substantially in the Purchaser form of Exhibit G (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty Agreement dated as of even date herewith between the date hereof made by certain Subsidiaries Company, AirGATE and each Purchaser substantially in the form of the Company Exhibit H (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Guaranty Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viiivi) all other agreements related to this Agreement and the Note and referred to herein agreements, documents, certificates or instruments contemplated hereunder or delivered pursuant hereto (the preceding clauses (ii) through (viiiiii)-(vi), collectively, the "Related Agreements"), except as set forth on Schedule 3.1, to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Note Notes (the "Note Shares"), (C) except as set forth on Schedule 3.1, to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares,"), (D) to issue and sell the Tranche B Shares, and (E) to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. Each of the Company and each of its Subsidiaries AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of it conducts its activities and of its properties (both owned and leased) makes such qualification necessarybusiness, except for those jurisdictions in which the failure to do be so qualified and authorized has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its SubsidiariesAirGATE, taken individually and as a whole (a "Material Adverse Effect")."

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, and to execute and deliver deliver, to the extent a party thereto, (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amendedPurchaser, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (viGuaranty"),(iv) the Stock Pledge Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein and (v) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (v), together with (w) that certain Master Security Agreement dated as of April 2, 2004 by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge 2004 Master Security Agreement"), (viix) the Funds Escrow that certain Stock Pledge Agreement dated as of the date hereof April 2, 2004 among the Company, Company and the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow 2004 Stock Pledge Agreement"), (y) that certain Subsidiary Guaranty dated as of April 2, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "2004 Subsidiary Guaranty"), and (z) the Intercompany Subordination Agreement dated as of April 2, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (the "2004 Intercompany Subordination Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the The Company and except as may be set forth in the Supplemental Schedule each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of The Company and except as may be set forth in the Company Supplemental Schedule and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "Master Security AgreementMASTER SECURITY AGREEMENT"), [(iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, restated, modified or and/or supplemented from time to time, the "Subsidiary GuarantySUBSIDIARY GUARANTY"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, restated, modified and/or or supplemented from time to time, the "Stock Pledge AgreementSTOCK PLEDGE AGREEMENT")], (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit EXHIBIT D hereto (as amended, restated, modified or and/or supplemented from time to time, the "Escrow AgreementESCROW AGREEMENT") and (viii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viii), collectively, the "Related AgreementsRELATED AGREEMENTS"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Notes; (the "Note Shares"), to 3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse EffectMATERIAL ADVERSE EFFECT").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, and each of the Company and its Domestic Subsidiaries (as defined below) has the corporate power and authority to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (x) those certain agreements related to the lockbox and clearing account arrangements maintained by the Company and its Subsidiaries at North Fork Bank for the benefit of the Purchaser (as amended, modified or supplemented from time to time, the "Clearing Account Agreements"), (xi) that certain Subordination Agreement, dated as of the date hereof, between the Purchaser, the Company and the subordinated lender referred to therein (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (viiixii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiixii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company or the Company and its Subsidiaries, Subsidiaries taken individually and as a whole (each, a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Such Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Such Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant Notes to be issued in connection with this Agreement, (iii) the Master Closing Shares, (iv) the Security Agreement to be dated as of the date hereof between Initial Closing Date among Companies, all of the Company, certain Subsidiaries of Companies and Agent, in the Company form attached hereto as Exhibit B with any changes thereto as are approved by Companies and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "Master “Security Agreement"”), (ivv) the Registration Rights Pledge Agreement relating to the Securities be dated as of the date hereof between Initial Closing Date among Companies, certain Subsidiaries of Companies and Agent, in the Company form attached hereto as Exhibit C with any changes thereto as are approved by Companies and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "Registration Rights “Pledge Agreement"”), (vvi) the Subsidiary Guaranty Agreement dated as of the date hereof made by certain Initial Closing Date among all of the Subsidiaries of Companies (collectively, “Guarantors”) in favor of Creditor Parties, in the Company form attached hereto as Exhibit D with any changes thereto as are approved by Companies and Agent (as amended, restated, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vivii) the Stock Pledge Agreement Account Control Agreements, in each case, dated as of the date hereof Initial Closing Date, among Companies and the Company, certain Subsidiaries of the Company Companies, Agent and the Purchaser applicable financial institution in the form attached hereto as Exhibit E with any changes thereto as are approved by Companies and Agent (as amended, restated, modified or and/or supplemented from time to time, each, an “Account Control Agreement” and together, the "Stock Pledge Agreement"“Account Control Agreements”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viii) all other documents, instruments, guarantees and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Notes; (3) issue the Closing Shares and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of Companies and Subsidiaries of Companies, taken as a whole, (b) the legality, invalidity, enforceability, perfection or priority of the security interests and liens of Agent upon the Collateral (as defined in the Security Agreement) or (c) the ability of any Company and its Subsidiaries, taken individually and as a whole whole, to perform their obligations under this Agreement or the Related Agreements (a "“Material Adverse Effect"”). As used herein, the term “Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person. As used herein, the term “Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority (as defined below).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "Escrow Agreement"), (viii) (a) the Composite Guarantee and Debenture, dated as of the date hereof, among the Company, its Subsidiaries and the Purchaser, (b) certain Deeds of Priorities, dated on or after the date hereof, among the Purchaser, Lloyds TSB Commercial Finance Limited, Lloyds TSB Bank plc, Xxxxx Xxxxxxx Xxxxxx, Adal Seco Limited, Adal Estates Limited, Adal Extra Limited, Adal Group (UK) Limited and/or Adal Engineering Limited, and (c) certain Deeds of Priorities, each dated on or after the date hereof, among the Purchaser, State Securities plc, Venture Finance Plc, Xxxxx Xxxxxxx Xxxxxx, Guilform Holdings Limited and/or Adal Guilform Limited (as each of the documents referred to in the preceding clauses (a) through (c), inclusive, of this clause (viii) are amended, modified or supplemented from time to time, collectively, the "Foreign Documentation") and (viiiix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note ; (the "Note Shares"2), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate or limited liability company, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to execute (1) execute, deliver and deliver perform its obligations under (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof February 22, 2005 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof February 22, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof February 22, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”) and (viii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership corporation or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries Subsidiaries, as applicable, has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement")Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") therein and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viii) all other documents, instruments and agreements related entered into in connection with the transactions contemplated hereby and thereby (the agreements referenced to this Agreement and the Note and referred to herein (in the preceding clauses (ii) through (viii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Such Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Such Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the CompanyCompanies, certain Subsidiaries of the Company Companies, if any, the Purchasers and the Purchaser Agent (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the each Registration Rights Agreement relating to the Securities issued in connection with the TNEC Warrants dated as of the date hereof between the Company among TNEC and the applicable Purchaser (as amended, modified or and/or supplemented from time to time, the "“TNEC Registration Rights Agreement"Agreements”), (v) each Registration Rights Agreement relating to the Subsidiary Guaranty Securities issued in connection with the ICF Warrants dated as of the date hereof among ICF and the applicable Purchaser (as amended, modified and/or supplemented from time to time, the “ICF Registration Rights Agreements” and together with the TNEC Registration Rights Agreements, the “Registration Rights Agreements”), (vi) each Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by certain Subsidiaries ICF in favor of the Company Agent for the ratable benefit of the Purchasers (each, as amended, modified or and/or supplemented from time to time, a “Deed of Trust”, and collectively, “Deeds of Trust”) concerning (A) twelve (12) non-producing oil and gas leases located in the "Subsidiary Guaranty"Xxxx Inlet Area of the Kenai Peninsula Borough of Alaska and in the Beaufort Sea Area of the North Slope Borough (the “Alaska Property”), (viB) twelve (12) non-producing oil and gas leases covering federal lands located in Xxxxxx County, Colorado and issued by the Bureau of Land Management on behalf of the United States (the “Colorado Property”) and (C) those oil, gas and mineral leases compromising the Devon Fee Gas Unit and the X’Xxxxx Gas Unit located in Brazoria County, Texas (the “Texas Property”) (vii) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company between TNEC and the Purchaser Agent (as amended, modified or and/or supplemented from time to time, the "“Stock Pledge Agreement"”), (viiviii) the Funds Escrow Agreement dated as of the date hereof among the CompanyCompanies, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”), (ix) the Collateral Assignment in favor of the Agent for the ratable benefit of the Purchasers of that certain Purchase and Sale Agreement by and between Prime Natural Resources, Inc. and ICF with a limited appearance by TNEC (the “Acquisition Agreement”) dated as of August 31, 2007 among Prime Natural Resources, Inc., TNEC and ICF (as amended modified and/or supplemented from time to time, the “Collateral Assignment” and collectively with the Master Security Agreement, the Stock Pledge Agreement, each Deed of Trust and each other security agreement, deed of trust and/or mortgage from time to time entered into by either Company and/or any of their Subsidiaries or in favor of the Agent for the ratable benefit of the Purchasers, the “Security Documents” and each a “Security Document”), (x) each Assignment of Overriding Royalty Interest dated as of the date hereof between ICF and the applicable Purchaser (as amended, modified and/or supplemented from time to time the, “Assignments of Overriding Royalty Interest”), and (viiixi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixi), collectively, the "“Related Agreements"”), to ; (b) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Notes; (the "Note Shares"), to c) issue and sell the Warrant Warrants and the Warrant Shares, Shares and to (d) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Such Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the such Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver the following agreements or instruments to which it is a party: (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”) and (viiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiix), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement")Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Laurus Restricted Account Agreement dated as of Exhibit D hereto the date hereof among the Company, the Purchaser and North Fork Bank (including the side letter dated as amended, modified or supplemented from time to timeof the date hereof and related thereto, the "Escrow Laurus Restricted Account Agreement"), (ix) the Reserve Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (the "Reserve Restricted Account Agreement"), (x) the Intercreditor and Collateral Agency Agreement dated as of the date hereof between the Purchaser and the Bridge Loan Creditors referred to therein, and acknowledged to by the Company, (xi) the Foreign Documentation (as defined below) and (viiixii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiixii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation and Ratification Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights Reaffirmation Agreement"), (v) pursuant to which the Subsidiary Guaranty Company reaffirms its obligations under that certain Master Security Agreement, dated as of the date hereof made June 29, 2005, by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of and between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Stock Pledge Master Security Agreement"), ) (viiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the "Escrow Agreement") ), and (viiiv) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiiv), collectively, the "Related Agreements"), to ; (2) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company Amended and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Restated Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (viiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto C hereto, (as amended, modified and or supplemented from time to time, the "Escrow Agreement"), (v) the Reaffirmation and Ratification Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to the (the "Reaffirmation"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified and/or supplemented from time to time (the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter dated as of the date hereof among the Company, the Purchaser and North Fork Bank relating to the Restricted Account Agreement and (viii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to ; (b) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to c) issue and sell the Warrant and the Warrant Shares, Shares pursuant to the terms of the Warrant; and to (d) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities Option Shares dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Subordination Agreement dated as of Exhibit D hereto the date hereof among Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx and the Purchaser (as amended, modified or supplemented from time to time, the "Escrow Subordination Agreement") and (viiixi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiixi), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Note, to issue and sell the Warrant Option and the Warrant Option Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (viii) the Deed of Trust, dated as of the date hereof, made by the Company (or a Subsidiary thereof) in favor of the Purchaser (as amended, modified or supplemented from time to time, the “Mortgage”), and all agreements and other documents related to the Mortgage, (ix) each Subordination Agreement dated as of the date hereof among the Purchaser and the respective subordinated creditors party thereto, and acknowledged and agreed to by the Company (each, as amended, modified or supplemented from time to time, a “Subordination Agreement” and collectively, the “Subordination Agreements”) and (viiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Option and the Option Shares and the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company --------------------------------------------- and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company Reaffirmation and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Ratification Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Reaffirmation Agreement") pursuant to which the Company and certain Subsidiaries of the Company reaffirm their obligations under (A) the Master Security Agreement dated as of June 30, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Master Security Agreement"), (B) the Subsidiary Guaranty dated as of June 30, 2005 made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the "Subsidiary Guaranty") and (C) the Stock Pledge Agreement dated as of June 30, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Stock Pledge Agreement"), (viiiv) the Registration Rights Agreement dated as of June 30, 2005 between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Registration Rights Agreement") relating to any and all notes, options, warrants and other securities delivered to the Purchaser by the Company and/or its Subsidiaries pursuant to that certain Securities Purchase Agreement dated as of June 30, 2005 by and between the Company and the Purchaser (collectively, the "June 2005 Securities"), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the "Escrow Agreement") and ), (viii) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Purchaser and (ix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viii)ix) including subclauses (A) through (C) in clause (iii) above, collectively, the "Related Agreements"), to ; (b) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to c) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (viii) the Supplemental Guaranty dated as of the date hereof, made by Xxxxx Xxxxx Root in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Supplemental Guaranty"), (ix) the Supplemental Stock Pledge Agreement dated as of the date hereof between the Purchaser and Xxxxx Xxxxx Root (as amended, modified or supplemented from time to time, the "Supplemental Stock Pledge Agreement"), and (viiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement Agreements relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, restated, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"Agreements”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, restated, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Equity Interest Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser Agent (as amended, restated, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, restated, modified or and/or supplemented from time to time, the "“Escrow Agreement") and ”), (viii) the Intellectual Property Security Agreement dated as of the date hereof among the Company and/or certain Subsidiaries of the Company and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Intellectual Property Security Agreement”), (ix) the Deed of Trust, Security Agreement, Assignment Of Rents, And Fixture Filing dated as of the date hereof from General Environmental Management of Rancho Cordoba, LLC in favor of the Trustee thereunder for the benefit of the Agent (as amended, restated, modified and/or supplemented from time to time, the “Deed of Trust”), and (x) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiix), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Intellectual Property Security Agreement dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified and/or supplemented from time to time, the “IP Security Agreement”), (v) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (vvi) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vivii) the Stock Membership Interest Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "Stock “Pledge Agreement"”), (viiviii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viiiix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiiix), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to 3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this AgreementNote, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and its Subsidiaries and LV Administrative Services, Inc, as agent (the “Agent”) for the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"” and together with each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or Purchaser, collectively, the “Security Documents”), (iv) the Registration Rights Royalty Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights “Royalty Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D B hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement") ”), and (viiivi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivi), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement")Purchaser, (viivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (vii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (viii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (ix) the Subordination Agreement dated as of the date hereof between the subordinated lender party thereto and the Purchaser (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (viiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, partnership or limited liability company, as the case may be, power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Term Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between among the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (viv) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (viv) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (viivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (vii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchasers and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (viii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof among the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (ix) the Subordination Agreement dated as of the date hereof among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”) and (viiix) all other agreements related to this Agreement and the Term Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "“Related Agreements"”), to issue and sell the Note Term Notes and the shares of Common Stock issuable upon conversion of the Note Term Notes (the "“Note Shares"”), to issue and sell the Warrant Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”). Corgenix (UK) Ltd. owns no material assets in the United States.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (the “Escrow Agent”), substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”) and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of organizationPennsylvania. Each of the Company and each of its Subsidiaries Subsidiaries, as applicable, has the corporate or limited liability company power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement relating to the Notes, dated as of the date hereof between hereof, by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, restated, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities Securities, dated as of the date hereof, between the Company and the Purchaser (the “Registration Rights Agreement”), (v) the Subsidiary Guaranty made by certain Subsidiaries of the Company, dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement Agreement, dated as of the date hereof hereof, by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") , and (viii) all other agreements expressly referred to herein and expressly related to this Agreement and (as each of the Note and referred to herein (the preceding foregoing clauses (ii) through (viii), inclusive, may be amended, restated, modified and/or supplemented from time to time, collectively, the "“Related Agreements"”), to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (the "“Note Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would be reasonably expected not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the businessCompany, its Subsidiaries or their assets, liabilities, condition (financial or otherwise), properties, operations business or prospects results of the Company and its Subsidiariesoperations, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation. Each of the The Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser substantially in the form of Exhibit F (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser substantially in the form of Exhibit E (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank substantially in the form of Exhibit D hereto G (as amended, modified or supplemented from time to time, the "Escrow Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated the date hereof by and between the Company and the Purchaser substantially in the form of Exhibit H (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (viii) the Subordination Agreement dated as of the date hereof, by and among Xxxxx Xxxx, Xxxxxxx Xxxxx, the Company and the Purchaser substantially in the form of Exhibit I (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (viiiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessaryjurisdictions, except for those jurisdictions in which the failure to do so has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, restated, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (viv) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, restated, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and Capital One, N.A. (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (vii) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (viii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, restated, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viiiix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiiix), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Notes; (the "Note Shares"), to 3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement")Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viiivi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiivi), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessaryjurisdictions, except for those jurisdictions in which the failure to do so has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation and Ratification Agreement and Amendment dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Reaffirmation Agreement"), pursuant to which the Company and certain Subsidiaries of the Company reaffirm that their obligations under (A) the Master Security Agreement dated as of March 10, 2005 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"); (B) the Subsidiary Guaranty dated as of March 10, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), and (C) the Stock Pledge Agreement dated as of March 7, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"); (iv) the Amended and Restated Registration Rights Agreement relating to the Registrable Securities (as defined therein) dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiivii), collectively, the "Related Agreements") (the preceding clause (iii), to issue together with each other security agreement, mortgage, cash collateral deposit letter, pledge, and sell other similar agreements that are executed by the Note and the shares Company or any of Common Stock issuable upon conversion its Subsidiaries in favor of the Note (Purchaser, collectively the "Note SharesSecurity Documents"), to issue and sell the Note, the Warrant and the Warrant Shares, Shares and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, . The Company has the corporate power and authority to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities Warrant dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Grant of Security Interests in Patents and Trademarks dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “IP Grant”), (viii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto therein (as amended, modified or supplemented from time to time, the "“Funds Escrow Agreement"”) and (viiiix) all other agreements related to this Agreement and the Note Securities and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Note, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver the following agreements or instruments to which it is a party: (i) this Agreement, (ii) the Note Note, the Shares, the Warrant and the Amended Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation and Ratification Agreement and Amendment dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Reaffirmation Agreement”), pursuant to which the Company and certain Subsidiaries of the Company reaffirm that their obligations under (A) the Master Security Agreement dated as of September 29, 2004 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement"”), (B) the Subsidiary Guaranty dated as of September 29, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), and (C) the Stock Pledge Agreement dated as of September 29, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (vi) the Payoff Letter and (viiivii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiivi), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Note, to issue and sell the Shares, to issue and sell the Warrant, the Amended Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries AirGATE is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company incorporation, and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant to be issued in connection with this AgreementWarrants, (iii) the Master Security Agreement dated as of the even date hereof herewith between the Company, certain Subsidiaries AirGATE and each Purchaser substantially in the form of the Company and the Purchaser Exhibit F (as amended, modified or supplemented from time to time, the "Master “Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the even date hereof herewith between the Company and each Purchaser substantially in the Purchaser form of Exhibit G (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty Agreement dated as of even date herewith between the date hereof made by certain Subsidiaries Company, AirGATE and each Purchaser substantially in the form of the Company Exhibit H (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"“Guaranty Agreement”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viiiv) all other agreements related to this Agreement and the Note and referred to herein agreements, documents or instruments contemplated hereunder or delivered pursuant hereto (the preceding clauses (ii) through (viiiiii)-(vi), collectively, the "“Related Agreements"”), to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Note Notes (the "“Note Shares"”), to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares,”), and to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. Each of the Company and each of its Subsidiaries AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of it conducts its activities and of its properties (both owned and leased) makes such qualification necessarybusiness, except for those jurisdictions in which the failure to do be so qualified and authorized has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its SubsidiariesAirGATE, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of New Century --------------------------------------------- Energy Corp. (the "Parent"), the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Parent, the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Amended and Restated Mortgage, Deed of Trust, Security Agreement dated Agreement, Financing Statement and Assignment of Production effective as of the date hereof between the CompanyApril 26, certain Subsidiaries of 2006 made by the Company and in favor of the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Reaffirmation and Ratification Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries the Company in favor of the Company Purchaser (as amended, modified or and/or supplemented from time to time, the "Subsidiary Guaranty"), (viv) the Stock Pledge Reaffirmation and Ratification Agreement dated as of the date hereof among made by the CompanyParent and Century Resources, certain Subsidiaries Inc. in favor of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Stock Pledge Agreement"), (viivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto --------- (as amended, modified or and/or supplemented from time to time, the "Escrow Agreement") and (viiivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivii), collectively, the "Related Agreements"), to ; (2) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Parent, the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Parent, the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the ------------------------------------------------ Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (viii) that certain Incremental Funding Side Letter, substantially in dated the form of Exhibit D hereto date hereof, between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Escrow Incremental Funding Side Letter"), (ix) the Subordination Agreement dated as of the date hereof among Mxxx Xxxxxxxxxxx, Nxxx XxxxxxXxxxxx and the Purchaser (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (viiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (vi) the Mortgage dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Oil and Gas Mortgage"), (vii) the Transfer Order and Direction to Pay made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Transfer Order"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viiix) and all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation, Ratification and Amendment Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security Reaffirmation Agreement"), ) (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or modified, restated and/or supplemented from time to time, the "Escrow Agreement"), (v) the Warrants; (vi) the letter agreement dated as of the date hereof between the Purchaser and the Company respecting the securities issueable pursuant to the Warrants (as amended, modified, restated and/or supplemented from time to time, the "Warrant Side Letter"; and (viiivii) all other documents, instruments and agreements related entered into on or after the date hereof in connection with the transactions contemplated hereby and thereby, as executed by the applicable parties and thereafter amended, modified, restated and/or supplemented from time to this Agreement and the Note and referred to herein time (the preceding clauses (ii) through (viiivii), collectively, the "Related Agreements"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to 3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or and prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between September 29, 2004between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof September 29, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof September 29, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (the "Escrow Agent"), substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (viii) the Reaffirmation and Ratification Agreement dated as of the date hereof (as amended, modified or supplemented from time to time, the "Reaffirmation and Ratification Agreement Agreement") and (viiiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company The Company, and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, ; (ii) the Note and the Warrant Notes to be issued in connection with this Agreement, ; (iii) the Master Security Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company Gulf Coast Oil Corporation (“Gulf Coast”) and the Purchaser Century Resources, Inc. (“CRI”) (as amended, restated, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), ; (iv) the Registration Rights Guaranty dated as of the date hereof made by Gulf Coast (as amended, restated, modified and/or supplemented from time to time, the “Subsidiary Guaranty”); (v) the Stock Pledge Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "Registration Rights “Stock Pledge Agreement"”), ; (vvi) the Subsidiary Guaranty Net Profits Interest Agreement and the Conveyance of Net Profits Overriding Royalty Interest related thereto, each dated as of the date hereof and each made by the Company and CRI in favor of the Purchasers (as each is amended, restated, modified and/or supplemented from time to time, collectively, the “Net Profits Interest Agreements”); (vii) the Restricted Account Agreement with North Fork Bank and the Letter Agreement regarding Restricted Account Agreement Mechanics dated as of the date hereof between the Company and the Agent (as each is amended, restated, modified and/or supplemented from time to time, collectively, the “Restricted Account Agreement”); (viii) the Ratification and Amendment of Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by certain Subsidiaries the Company and CRI in favor of the Company Agent for the benefit of the Purchasers (as amended, restated, modified or and/or supplemented from time to time, the "Subsidiary Guaranty"“Mortgage Amendment”), ; (viix) the Stock Pledge Agreement Ratification and Amendment of Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof among the Company, certain Subsidiaries made by Gulf Coast in favor of the Company and Agent for the Purchaser benefit of the Purchasers (as amended, restated, modified or and/or supplemented from time to time, the "Stock Pledge Agreement"“Subsidiary Mortgage Amendment”), ; (viix) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, restated, modified or and/or supplemented from time to time, the "“Escrow Agreement") ”); and (viiixi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixi), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Notes; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, . The Company has the corporate power and authority to execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation and Ratification Agreement dated as of the date hereof between the Company, certain Subsidiaries subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Reaffirmation Agreement"), (iv) the Registration Rights Agreement relating to the Securities Convertible Note and the Warrant dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty Funds Escrow Agreement dated as of the date hereof made by certain Subsidiaries of among the Company Company, the Purchaser and the escrow agent referred to therein (as amended, modified or supplemented from time to time, the "Subsidiary GuarantyFunds Escrow Agreement") and (vi) all other agreements related to this Agreement and the Securities and referred to herein (the preceding clauses (ii) through (vi), together with (a) that certain Master Security Agreement, dated as of May 13, 2004 by and among the Company, certain subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2004 Master Security Agreement"), (vib) the that certain Stock Pledge Agreement Agreement, dated as of the date hereof February 6, 2006, by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2006 Stock Pledge Agreement"), (viic) the Funds Escrow Agreement that certain Subsidiary Guarantee, dated as of February 6, 2006, made by certain subsidiaries of the date hereof among the Company, Company to the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement2006 Subsidiary Guarantee") and (viiid) all other agreements related to this Agreement that certain Security Agreement, dated as of February 6, 2006, by and among the Company, certain subsidiaries of the Company and the Note and referred Purchaser (as amended, modified or supplemented from time to herein (time, the preceding clauses (ii) through (viii"2006 Security Agreement"), collectively, the "Related Agreements"), to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary (as defined below) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary) has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “IP Security Agreement”), (v) the Restricted Account Agreement dated as the date hereof among the Company, North Fork Bank and the Purchaser (as amended, modified and/or supplemented from time to time, the “CR Security Agreement”), (vi) the Depositary Account Control Agreement dated as of the date hereof among the Company, the Purchaser and Bank of America, N.A. (as amended, modified and/or supplemented from time to time, the “Control Agreement”), (vii) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (vviii) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"defined in Section 6.12(b) hereto), (viix) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"defined in Section 6.12 (b) hereto), (viix) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viiixi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixi), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”). Notwithstanding anything contained herein to the contrary, the Purchaser acknowledges, based upon the representations and warranties made by the Company and its Subsidiaries under Section 4.2, that the Subsidiaries of the Company set forth on Schedule 4.1 hereto (each an “Inactive Subsidiary” and collectively, the “Inactive Subsidiaries”) have either dissolved, failed to commence or suspended operations and/or filed for their corporate charters to be revoked and such occurrences shall not constitute a breach under this Agreement or any Related Agreement.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement")Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Restricted Account Agreement dated as of Exhibit D hereto the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to timeincluding the side letter related thereto, the "Escrow Restricted Account Agreement") and (viiiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant Notes to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, restated, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (viv) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, restated, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (viivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, restated, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viiivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Notes; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note Notes and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Escrow “Restricted Account Agreement"”), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (x) the Lockbox Agreement dated as of the date hereof between the Company, North Fork Bank and the Purchaser (as amended, modified or supplemented from time to time, the “Lockbox Agreement”), and (viiixi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixi), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Notes; (the "Note Shares"), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries Purchasers is a corporation, partnership partnership, limited duration company or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries Purchasers has the corporate corporate, partnership, limited duration company or limited liability company, as the case may be, power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Term Notes and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between among the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (viv) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (viv) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (viivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (vii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchasers and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (viii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof among the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (ix) the Subordination Agreement dated as of the date hereof among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”) and (viiix) all other agreements related to this Agreement and the Term Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "“Related Agreements"”), to issue and sell purchase the Note Term Notes and the shares of Common Stock issuable upon conversion of the Note Term Notes (the "“Note Shares"”), to issue and sell purchase the Warrant Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conductedAgreements. Each of the Company and each of its Subsidiaries Purchasers is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership partnership, limited duration company or limited liability company, as the case may be, in all such Purchasers jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect")organization.

Organization, Good Standing and Qualification. Each of the Company and each of its Pledged Subsidiaries (as defined below) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationorganization or incorporation. Each of the Company and each of its Pledged Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Grant Shares, (iv) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company party thereto from time to time and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (ivv) the Registration Rights Agreement relating to the Securities Grant Shares dated as of the date hereof between the Company CHIP and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among between the Company, certain Subsidiaries subsidiaries of the Company party thereto from time to time and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Subsidiary Guaranty dated as of the date hereof between Digital Angel Corporation (“DOC”) and certain subsidiaries of DOC party thereto from time to time and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Subsidiary Guaranty”), (viii) the Parent Guaranty dated as of the date hereof by the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").and/or or

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this AgreementNote, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and its Subsidiaries and LV Administrative Services, Inc., as agent (the “Agent”) for the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"” and together with each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (iv) the Registration Rights Royalty Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights “Royalty Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D B hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement") ”), and (viiivi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivi), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate or limited liability company, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”) and (viii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership corporation or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, and to execute and deliver deliver, to the extent a party thereto, (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement")Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in and (ix) the form Intercompany Subordination Agreement dated as of Exhibit D hereto the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Escrow Intercompany Subordination Agreement") and (viiiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation and Ratification Agreement dated as of the date hereof between among the Company, certain Subsidiaries Coal Creek Pipeline, Inc. (“Coal Creek”), Neodesha Pipeline, Inc. (“Neodesha”) and the Purchaser (as amended, modified and/or supplemented from time to time, the “Reaffirmation Agreement”) pursuant to which the Company, Coal Creek and Neodesha reaffirm their respective obligations under, among other documents, instruments and agreements, (A) the Securities Purchase Agreement dated as of October 28, 2004 by and between the Company and NY481079.3 20389110047 04/11/2006 :ap 2 the Purchaser (as amended, modified and/or supplemented from time to time), (B) the Securities Purchase Agreement dated as of October 31, 2005 by and between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time), (C) the Amended and Restated Master Security Agreement dated as of October 31, 2004 by and between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "“Company Master Security Agreement"”), (D) the Master Security Agreement dated as of October 31, 2005 by and among Neodesha, Coal Creek and the Purchaser (as amended, modified and/or supplemented from time to time, the “Guarantor Security Agreement” together with the Company Master Security Agreement, each a “Master Security Agreement” and collectively, the “Master Security Agreements”), (E) the Guaranty dated October 31, 2005 made by Coal Creek in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (F) the Guaranty dated October 31, 2005 made by Neodesha in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (G) the Stock Pledge Agreement dated as of October 31, 2005 by and between the Company and the Purchaser and (H) the Restricted Account Agreement dated as of October 28, 2004 among North Fork Bank, a New York banking corporation, the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities Warrant dated as of the date hereof by and between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”), (vi) the First Amendment to Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production/Amendment to the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company, Coal Creek and Neodesha in favor of the Purchaser (as amended, modified and/or supplemented from time to time) and (viiivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Note, to issue and sell the Warrant and the Warrant Shares, ; and to (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, and to the extent party thereto, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company, Acceris Communications Confidential Materials October 14, 2004 certain Subsidiaries of the Company Company, the Purchaser and the Purchaser other parties thereto (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company Company, Counsel Corporation and certain of its affiliates party thereto (as amended, modified or supplemented from time to time, the "Subsidiary “Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company Company, Counsel Corporation (US), a Delaware corporation, Counsel Communications, L.L.C., a Delaware limited liability company, and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”) and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Company, Acceris Communications Corp. and its SubsidiariesAcceris Communications Technologies, Inc., taken individually and or as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each Except as set forth in Schedule 4.1, each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Share Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock “Share Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (viii) the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of the date hereof made by Debas Chocolate Inc. in favor of Purchaser (as amended, modified or supplemented from time to time, the “Deed of Trust”) and (viiix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiix), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant Shares to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation and Ratification Agreement and Amendment dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Reaffirmation Agreement"), pursuant to which the Company and certain Subsidiaries of the Company reaffirm that their obligations under (A) the Master Security Agreement dated as of March 10, 2005 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"); (B) the Subsidiary Guaranty dated as of March 10, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), and (C) the Stock Pledge Agreement dated as of March 7, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"); (iv) the Amended and Restated Registration Rights Agreement relating to the Registrable Securities (as defined therein) dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") ), and (viiivi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiivi), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries (other than any Inactive Subsidiary) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viiivi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivi), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of organizationPennsylvania. Each of the Company and each of its Subsidiaries Subsidiaries, as applicable, has the corporate or limited liability company power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement relating to the Note, dated as of the date hereof between hereof, by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, restated, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities Securities, dated as of the date hereof, between the Company and the Purchaser (the “Registration Rights Agreement”), (v) the Subsidiary Guaranty made by certain Subsidiaries of the Company, dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement Agreement, dated as of the date hereof hereof, by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") , and (viii) all other agreements expressly referred to herein and expressly related to this Agreement and (as each of the Note and referred to herein (the preceding foregoing clauses (ii) through (viii), inclusive, may be amended, restated, modified and/or supplemented from time to time, collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would be reasonably expected not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the businessCompany, its Subsidiaries or their assets, liabilities, condition (financial or otherwise), properties, operations business or prospects results of the Company and its Subsidiariesoperations, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "Stock Pledge Agreement"), (vi) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the "Subsidiary Guaranty"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the "Escrow Agreement") and (viii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue ; and sell the Warrant and the Warrant Shares, and to (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial condition, properties or otherwise)operations of the Company, propertiestaken individually, operations or prospects of and/or the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, and except for Sequiam Software, Inc., which, although it has paid franchise taxes and timely filed applicable tax returns as required under California law, its records have not been updated by the applicable state authority, are duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Amended and Restated Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Amended and Restated Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Amended and Restated Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Subordination Agreement dated as of the date hereof among the CompanyXxxx Xxxxxxxxxxx, Xxxx XxxxxxXxxxxx and the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Subordination Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue make and sell deliver the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries Subsidiaries, except for Sequiam Software, Inc., is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security “Reaffirmation Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (vii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Escrow “Restricted Account Agreement"”), (viii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”) and (viiix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiix), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Note, the Warrant and the Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the EPXR Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company EPXR and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement")Purchaser, (v) the Subsidiary VOXX Registration Rights Agreement relating to the Securities dated as of the date hereof between VOXX and the Purchaser, (vi) the Guaranty dated as of the date hereof made by the Company and certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vivii) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (viiviii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (ix) the form Intercreditor and Collateral Agency Agreement dated as of Exhibit D hereto the date hereof between the Purchaser and and the Sands Creditors referred to therein, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the "Escrow Intercreditor Agreement"), (x) the Foreign Documentation (as defined below) and (viiixi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiixi), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Option and the Option Shares, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation and Ratification Agreement dated as of the date hereof between among the Company, certain Subsidiaries Coal Creek Pipeline, Inc. (“Coal Creek”), Neodesha Pipeline, Inc. (“Neodesha”) and the Purchaser (as amended, modified and/or supplemented from time to time, the “Reaffirmation Agreement”) pursuant to which the Company, Coal Creek and Neodesha reaffirm their respective obligations under, among other documents, instruments and agreements, (A) the Securities Purchase NY483949.3 20389110047 06/07/2006 :lh 2 Agreement dated as of October 28, 2004 by and between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time), (B) the Securities Purchase Agreement dated as of October 31, 2005 by and between the Company and the Purchaser (as amended, modified and/or supplemented from time to time), (C) the Securities Purchase Agreement dated as of March 31, 2006 by and between the Company and the Purchaser (as amended, modified and/or supplemented from time to time), (D) the Secured Convertible Term Note dated as of October 28, 2004 made by the Company in favor of the Purchaser in the original principal amount of $8,000,000, (E) the Amended and Restated Secured Term Note effective as of October 31, 2005 made by the Company in favor of the Purchaser in the original principal amount of $10,000,000, (F) the Amended and Restated Secured Term Note dated as of March 31, 2006 made by the Company in favor of the Purchaser in the original principal amount of $5,000,000, (G) the Amended and Restated Master Security Agreement dated as of October 31, 2005 by and between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "“Company Master Security Agreement"”), (H) the Master Security Agreement dated as of October 31, 2005 by and among Neodesha, Coal Creek and the Purchaser (as amended, modified and/or supplemented from time to time, the “Guarantor Security Agreement” together with the Company Master Security Agreement, each a “Master Security Agreement” and collectively, the “Master Security Agreements”), (I) the Guaranty dated October 31, 2005 made by Coal Creek in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (J) the Guaranty dated October 31, 2005 made by Neodesha in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (K) the Stock Pledge Agreement dated as of October 31, 2005 by and between the Company and the Purchaser and (L) the Restricted Account Agreement dated as of October 28, 2004 among North Fork Bank, a New York banking corporation, the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities Warrant dated as of the date hereof by and between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”), (vi) the Second Amendment to Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company, Coal Creek and Neodesha in favor of the Purchaser (as amended, modified and/or supplemented from time to time) and (viiivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Note, to issue and sell the Warrant and the Warrant Shares, ; and to (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver the following agreements to which it is a party: (i) this Agreement, (ii) the Note and the Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof June 30, 2004 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof June 30, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof June 30, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially (viii) the Subordination Agreement dated as of June 30, 2004 among certain affiliates and/or investors in the form of Exhibit D hereto Company and its Subsidiaries and the Purchaser, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the "Escrow Subordination Agreement"), (ix) the Reaffirmation and Ratification Agreement, dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Reaffirmation Agreement") and (viiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiix), collectively, the "Related Agreements"), to (A) to, in the case of the Company only, issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to (B) to, in the case of the Company only, issue and sell the Warrant Option and the Warrant Option Shares, and (C) in all other cases, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Option and the Option Shares and the Warrant and the Warrant Shares, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to to, among other things, the Securities Note, the Warrant and Common Stock underlying the Note and the Warrant, dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessaryor authorization is required, except for those jurisdictions in which the failure to do so has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of organizationMassachusetts, Delaware and California as applicable. Each of the Company and each of its Subsidiaries has the all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant Preferred Stock to be issued in connection with this Agreement, (iii) the Warrant, (iv) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (ivv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (vvi) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vivii) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (viiviii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viiiix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiiix), collectively, the "“Related Agreements"), ”) to issue and sell the Note Preferred Stock and the shares of Common Stock issuable upon conversion of the Note Preferred Stock (the "Note “Conversion Shares"”), to issue and sell the Warrant and the Warrant Sharesshares of Common Stock issuable upon exercise of the Warrant, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole or their respective businesses a (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto hereto, (as amended, modified and or supplemented from time to time, the "Escrow Agreement") and (viiivi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivi), collectively, the "Related Agreements"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to 3) issue and sell the Warrant and the Warrant Shares, Shares pursuant to the terms of the Warrant; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (x) the mortgages and additional security documentation required to be entered into by the Company or any of its Subsidiaries pursuant to the terms of this Agreement and the other Related Agreements (as amended, modified or supplemented from time to time, collectively, the “Additional Security Documentation”), (xi) the Option, (xii) the Subordination Agreement dated as of the date hereof among the subordinated lenders party thereto and the Purchaser (as amended, modified or supplemented from time to time, the “Subordination Agreement”), and (viiixiii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiixii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares and the Option and the Option Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Such Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Such Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant Notes to be issued in connection with this Agreement, (iii) the Master Security Agreement to be dated as of the date hereof between Closing Date among Companies, all of the Company, certain Subsidiaries of Companies and Agent, in the Company form attached hereto as Exhibit B with any changes thereto as are approved by Companies and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "Master “Security Agreement"”), (iv) the Registration Rights Pledge Agreement relating to the Securities be dated as of the date hereof between Closing Date among Companies, certain Subsidiaries of Companies and Agent, in the Company form attached hereto as Exhibit C with any changes thereto as are approved by Companies and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "Registration Rights “Pledge Agreement"”), (v) the Subsidiary Guaranty Agreement dated as of the date hereof made by certain Subsidiaries Closing Date among all of the Company Subsidiaries (other than Money4Gold Precious Metals, Inc.) of Companies (collectively, “Guarantors”) in favor of Creditor Parties, in the form attached hereto as Exhibit D with any changes thereto as are approved by Companies and Agent (as amended, restated, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement Account Control Agreements, in each case, dated as of the date hereof Closing Date, among Companies and the Company, certain Subsidiaries of the Company Companies, Agent and the Purchaser applicable financial institution in the form attached hereto as Exhibit E with any changes thereto as are approved by Companies and Agent (as amended, restated, modified or and/or supplemented from time to time, each, an “Account Control Agreement” and together, the "Stock Pledge Agreement"“Account Control Agreements”), and (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viii) all other documents, instruments, guarantees and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Notes; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of Companies and Subsidiaries of Companies, taken as a whole, (b) the legality, invalidity, enforceability, perfection or priority of the security interests and liens of Agent upon the Collateral (as defined in the Security Agreement) or (c) the ability of any Company and its Subsidiaries, taken individually and as a whole whole, to perform their obligations under this Agreement or the Related Agreements (a "“Material Adverse Effect"”). As used herein, the term “Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person. As used herein, the term “Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority (as defined below).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Company and its Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Stock Pledge Agreement dated as of the date hereof between the Company, the Company’s Subsidiaries and the Purchaser (as amended, modified and/or supplemented from time to time, the “Stock Pledge Agreement”), (v) the Stock Pledge Agreement dated as of the date hereof between Accentia Biopharmaceuticals, Inc., a Florida corporation (“Accentia”) and the Purchaser (as amended, modified and/or supplemented from time to time, the “Accentia Pledge Agreement”), (vi) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (vvii) the Guaranty dated as of the date hereof made by Accentia for the benefit of the Purchaser (as amended, modified and/or supplemented from time to time, the “Parent Guaranty”), (viii) the Subsidiary Guaranty dated as of the date hereof made by certain the Subsidiaries of the Company for the benefit of the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (viix) the Stock Pledge Subordination Agreement dated as of the date hereof among between the CompanyParent, certain Subsidiaries of the Company and the Purchaser in form and substance reasonably satisfactory to the Purchaser (as amended, modified or and/or supplemented from time to time, the "Stock Pledge “Subordination Agreement"”) in respect of all obligations owing by the Company to the Parent, now or in the future (the “Subordinated Obligations” and, together with all documentation related thereto, including without limitation, all related security documentation, the “Subordinated Debt Documentation”), (viix) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (xi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Escrow “Restricted Account Agreement"”), (xii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”) and (viiixiii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixii), collectively, the "“Related Agreements"”) (the preceding clauses (iii), to (iv), (v), (vii) and (viii), together with each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Purchaser, collectively, the “Security Documents”); (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and The Companies are each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries Companies has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Reaffirmation Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company Companies and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security “Reaffirmation Agreement"”), (iv) the Amended and Restated Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company DRI and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viiivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivi), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note ; (the "Note Shares"), to 2) issue and sell the Warrant and the Warrant Shares, ; and to (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries Companies is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its SubsidiariesCompanies, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), , (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (viii) the Subordination Agreement dated as of the date hereof between the subordinated lender party thereto and the Purchaser (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (viiiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its active Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Restricted Account Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master “Restricted Account Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty Restricted Account Agreement dated as of the date hereof made by certain Subsidiaries of among the Company Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"“Restricted Account Agreement”), (vi) the Stock Pledge Agreement Restricted Account Side Letter, dated as of the date hereof among hereof, relating to the Company, certain Subsidiaries of amounts set forth in the Company and Restricted Account referred to in the Purchaser Restricted Account Agreement (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"“Restricted Account Side Letter”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") therein and (viii) all other agreements related to this Agreement and the Note and referred to herein (including, without limitation, any security agreement, pledge agreement or guaranty executed by the Company or any of its Subsidiaries after the date hereof) (the preceding clauses (ii) through (viii), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of New Century Energy Corp. (the “Parent”), the Company and each of its their respective Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of The Parent, the Company Company, and each of its their respective Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, ; (ii) the Note and the Warrant Notes to be issued in connection with this Agreement, ; (iii) the Master Security Agreement dated as of the date hereof between among the CompanyParent, certain Subsidiaries of the Company and certain of their Subsidiaries and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), ; (iv) the Registration Rights Restricted Account Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, restated, modified or and/or supplemented from time to time, the "Registration Rights “Restricted Account Agreement"”), ; (v) the Subsidiary Guaranty dated as of the date hereof made by the Parent and certain Subsidiaries of the Company Parent (as amended, restated, modified or and/or supplemented from time to time, the "Subsidiary “Parent Guaranty"”), ; (vi) the Stock Pledge Agreement dated as of the date hereof among between the Company, certain Subsidiaries of the Company Parent and the Purchaser Agent (as amended, restated, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), ; (vii) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Parent and Century Resources, Inc. in favor of the Agent (as amended, restated, modified and/or supplemented from time to time, the “Parent Mortgage”); (viii) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Agent (as amended, restated, modified and/or supplemented from time to time, the “Mortgage”); (ix) the Net Profits Interest Agreement and the Conveyance of Net Profits Overriding Royalty Interest related thereto, each dated as of the date hereof and each made by the Company in favor of the Purchasers (as each are amended, restated, modified and/or supplemented from time to time, collectively, the “Net Profits Interest Agreements”); (x) the Letter Agreement Amending Existing Notes and Consent to Distribution and Granting of Liens dated as of the date hereof among the Company, the Parent, Laurus, Valens U.S. SPV I LLC, Valens Offshore SPV I Ltd. and PSource Structured Debt Limited (as amended, restated, modified and/or supplemented from time to time, the “Amendment”); (xi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, restated, modified or and/or supplemented from time to time, the "“Escrow Agreement") ”); and (viiixii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiixii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note Notes; and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Parent, the Company and each of its their respective Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Reaffirmation and Ratification Agreement dated as of the date hereof by and among the Company, certain Subsidiaries and the Purchaser (as amended, modified or supplemented, the “Reaffirmation Agreement”), which reaffirms and ratifies the obligations of the Company and the Subsidiaries under (a) that certain Security Agreement by and among the Company, certain Subsidiaries of the Company and the Purchaser dated as of August 25, 2005; (b) that certain Security Agreement dated as of August 25, 2005 by and among certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Subsidiary Security Agreement”) and (c) that certain Continuing Guaranty Agreement dated as of August 25, 2005 among certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "Master Security Agreement"“Continuing Guaranty”), ; (ivv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”) and (viiivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (iiiii) through (viiivii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; (4) issue and to sell the Interest Shares; and (5) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company Company, Iview and Iview Parent, and each of its their respective Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Company, Iview, Iview Parent, and each of its their respective Subsidiaries has the power (corporate power and otherwise) and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Company Note, the Iview Note, the Iview Option and the Warrant to be issued in connection with this AgreementCompany Warrant, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Escrow Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the CompanyIview, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D E hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (iv) the Amended and Restated Guaranty dated the date hereof executed by the Company, Iview, Cancable Holding Corp., (“Cancable Holding”), Cancable, Inc., Cancable Inc., Creative Vistas Acquisition Corp. (“Creative Vistas Acquisition”), A.C. Technical Systems Ltd. (“A.C. Ltd.”) and Iview Parent in favour of the Purchaser, (the “Amended and Restated Guaranty”), (the Company, Cancable Holding, Cancable, Inc., Cancable Inc., Creative Vistas Acquisition, A.C. Ltd., Iview Parent and Iview (collectively, the “Loan Parties”), (v) the Joinder and Confirmation of Security dated the date hereof granted by the Loan Parties in favour of the Purchaser (the “2006 Joinder”), (vi) the Amended and Restated Guaranty dated as of the date hereof granted by Bxxxx X. Xxxxxxx (“Sxxxxxx”) in favour of the Purchaser (the “Sxxxxxx Amended and Restated Guaranty”), (vii) the Joinder and Confirmation of Security dated the date hereof granted by Sxxxxxx in favour of Purchaser (the “Sxxxxxx Joinder”), (viii) all other agreements related to this Agreement Agreement, the Company Note and the Iview Note and referred to herein (the preceding clauses (ii) through (viii), and (ix) the Master Security Agreement dated as of September 30, 2004 granted by the Company, A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the Joinder and Confirmation of Security dated as of December 31, 2005 between Cancable Holding, Iview, Cancable Inc., Cancable, Inc., Company, Creative Vistas Acquisition, A.C. Ltd. and Sxxxxxx (the “2005 Joinder”) in favour of the Purchaser, (x) the Subsidiary Guaranty dated as of September 30, 2004 granted by A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc. and Cancable, Inc. (pursuant to the 2005 Joinder) in favour of the Purchaser, (xi) the Guaranty dated as of September 30, 2004 granted by Sxxxxxx in favour of the Purchaser, (xii) the Share Pledge Agreement dated as of September 30, 2004 granted by A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the 2005 Joinder) in favour of the Purchaser, (xiii) the Share Pledge Agreement dated as of September 30, 2004 granted by Company and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the 2005 Joinder) in favour the Purchaser, (xiv) the Debenture dated as of September 30, 2004 granted by A.C. Ltd. in favour of the Purchaser; (xv) the Securities Purchase Agreement dated as of December 31, 2005 between Cancable Inc., Cancable Holding and the Purchaser, (xvi) the Guaranty dated as of December 31, 2005 granted by Company, Cancable Holding, Cancable, Inc., Creative Vistas Acquisition, A.C. Ltd. and Iview in favour of the Purchaser, (xvii) the Master Security Agreement dated as of December 31, 2005 granted by Company, Iview, Cancable Inc., Cancable, Inc., Cancable Holding, A.C. Ltd. and Creative Vistas Acquisition in favour of the Purchaser (the “2005 Master Security Agreement”), (xviii) the Pledge Agreement dated as of December 31, 2005 granted by Company, Creative Vistas Acquisition Corp., Cancable Inc. and Cancable Holding in favour of the Purchaser (the “2005 Stock Pledge Agreement”); and (xiv) the 2005 Joinder, and (xx) the Debenture dated as of December 31, 2005 granted by A.C. Ltd. in favour of the Purchaser, collectively, the "“Related Agreements"”), to issue and sell the Company Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Iview Note, to issue and sell the Iview Option and the Company Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company Company, Iview and Iview Parent, and each of its their respective Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Company, Iview and its Iview Parent, and their respective Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver the following agreements to which it is a party: (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially (viii) the Subordination Agreement dated as of the date hereof among certain affiliates and/or investors in the form of Exhibit D hereto Company and its Subsidiaries and the Purchaser, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the "Escrow Subordination Agreement") and (viiiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "Related Agreements"), to (A) to, in the case of the Company only, issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to (B) to, in the case of the Company only, issue and sell the Warrant and the Warrant Shares, and (C) in all other cases, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company Company, Cancable Parent, and each of its their respective Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Company, Cancable Parent, and each of its their respective Subsidiaries has the power (corporate power and otherwise) and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this AgreementOption, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (iv) the Guarantee dated the date hereof executed by Creative Vistas, Inc., Cancable Parent, Cancable, Inc., Creative Vistas Acquisition Corp., A.C. Technical Systems Ltd. and Iview Digital Video Solutions Inc. (collectively, the “Guarantors”) in favour of the Purchaser, (the “Guarantee”) (v) the Master Security Agreement dated the date hereof granted by the Company and the Guarantors in favour of the Purchaser, (the “Master Security Agreement”) and (viiivi) the Share Pledge Agreement dated the date hereof granted by the Company, Creative Vistas, Inc., Cancable Parent and Creative Vistas Acquisition Corp. in favour of the Purchaser (the “Share Pledge Agreement”) and (vii) of all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiivii), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Note, to issue and sell the Warrant Option and the Warrant Option Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company Company, Cancable Parent, and each of its their respective Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Company, Cancable Parent, and its their respective Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company Parent and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Parent and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the CompanyParent, certain Subsidiaries of the Company Parent and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company Parent and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company Parent (as amended, modified or and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the CompanyParent, certain Subsidiaries of the Company Parent and the Purchaser (as amended, modified and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the CompanyParent, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (viii) the X’Xxxxxxx Stock Pledge Agreement dated as of the date hereof among the Parent, X’Xxxxxxx Trust and the Purchaser (as amended, modified and/or or supplemented from time to time, the "Escrow “X’Xxxxxxx Stock Pledge Agreement"”), (ix) the McKesson Subordination Agreement dated as of the date hereof among the Parent, McKesson and the Purchaser, substantially in form and substance satisfactory to the Purchaser (as amended, modified and/or supplemented from time to time, the “McKesson Subordination Agreement”), (x) the Note Pledge Agreement dated as of the date hereof among the Parent and the Purchaser, substantially in form and substance satisfactory to the Purchaser (as amended, modified and/or supplemented from time to time, the “Note Pledge Agreement”), and (viiixi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiix), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company Parent and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Parent and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries Subsidiaries, as applicable, has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement")Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") therein and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares")Note, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or modified, restated and/or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or modified, restated and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or modified, restated and/or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified modified, restated and/or or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D E hereto (as amended, modified or modified, restated and/or supplemented from time to time, the "“Escrow Agreement") and ”), (viii) the Intellectual Property Security Agreement dated as of the date hereof among the Company, ___ and the Purchaser, substantially in the form of Exhibit F hereto (as amended, modified, restated and/or supplemented from time to time, the “IP Security Agreement”), (ix) the Warrants; (x) the Restricted Account Agreement by and among the Purchaser, the Company and North Fork Bank, dated as of the date hereof (as amended, modified, restated and/or supplemented, the “Restricted Account Agreement”); (x) the Restricted Account Side Letter by and among the Purchaser and the Company, dated as of the date hereof (as amended, modified restated and/or supplemented, the “Restricted Account Side Letter”); (xii) the letter agreement dated as of the date hereof between the Purchaser and the Company respecting the securities issueable pursuant to the Warrants (as amended, modified, restated and/or supplemented from time to time, the “Warrant Side Letter”; and (xiii) all other documents, instruments and agreements related entered into on or after the date hereof in connection with the transactions contemplated hereby and thereby, as executed by the applicable parties and thereafter amended, modified, restated and/or supplemented from time to this Agreement and the Note and referred to herein time (the preceding clauses (ii) through (viiixiii), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to 3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or and prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Restricted Account Agreement dated as of Exhibit D hereto the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Escrow Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (x) those certain agreements related to the lockbox and clearing account arrangements maintained by the Company and its Subsidiaries at Commerce Bank for the benefit of the Purchaser (as amended, modified or supplemented from time to time, the "Clearing Account Agreements"), (xi) the Subordination Agreement dated as of the date hereof among Derek K. Nguyen and Khanh D. Xxxxxx xxx xxe Purxxxxxx (xx xxxxded, modified or supplemented from time to time, the "Subordination Agreement") and (viiixii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiixii), collectively, the "Related Agreements"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company --------------------------------------------- and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver (i) this Agreement, (ii) the Note Note, the Warrant and the Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or and/or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D E hereto (as amended, modified or and/or supplemented from time to time, the "Escrow Agreement") and ), (viii) each mortgage dated as of the date hereof made by the Company in favor of the Purchaser and (ix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiiix), collectively, the "Related Agreements"), to ; (b) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), to ; (c) issue and sell the Warrant and the Warrant Shares, ; (d) issue and to sell the Option and the Option Shares; and (e) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary (as defined below) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary) has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iiiii) the Master Security Depositary Account Control Agreement dated as of the date hereof between October 31, 2006 among the Company, certain Subsidiaries of the Company and the Purchaser and either or both of Bank of America, N.A. and U.S. Bank National Association (as amended, modified or modified, supplemented and/or replaced from time to time, the "Master Security “Control Agreement"”), (iviii) the Amended and Restated Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (viiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the "“Escrow Agreement"”), (v) the Reaffirmation and Ratification Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Reaffirmation”) and (viiivi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiivi), collectively, the "“Related Agreements"”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the "Note Shares"), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”). Notwithstanding anything contained herein to the contrary, the Purchaser acknowledges, based upon the representations and warranties made by the Company and its Subsidiaries under Section 4.2, that the Subsidiaries of the Company set forth on Schedule 4.1 hereto (each an “Inactive Subsidiary” and collectively, the “Inactive Subsidiaries”) have either dissolved, failed to commence or suspended operations and/or filed for their corporate charters to be revoked and such occurrences shall not constitute a breach under this Agreement or any Related Agreement.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note Series A Preferred and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement")Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of by and between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form certificate of Exhibit D hereto designation related to the Series A Preferred (as amended, modified or supplemented from time to time, the "Escrow Certificate of Designation") (ix) the certificate of incorporation and by-laws of SDA America (as amended, modified or supplemented from time to time, the "SDA America Charter Documents"), (x) the Laurus Restricted Account Agreement dated as of the date hereof among SDA America, the Purchaser and North Fork Bank (including the side letter related thereto, the "Restricted Account Agreement") and (viiixi) all other agreements related to this Agreement and the Note Series A Preferred and referred to herein (the preceding clauses (ii) through (viiixi), collectively, the "Related Agreements"), to issue and sell the Note Series A Preferred and the shares of Common Stock issuable as dividends and upon conversion of the Note Series A Preferred (the "Note Series A Preferred Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver deliver, in each case, to the extent party thereto (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof February 8, 2005 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof February 8, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof February 8, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "Escrow Agreement") and (viii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"), to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted, and in the case of the Company only, to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), ) and to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between September 29, 2004between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Master Security Agreement"”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Registration Rights Agreement"”), (v) the Subsidiary Guaranty dated as of the date hereof September 29, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "“Subsidiary Guaranty"”), (vi) the Stock Pledge Agreement dated as of the date hereof September 29, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "“Stock Pledge Agreement"”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (the “Escrow Agent”), substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the "“Escrow Agreement"”), (viii) the Reaffirmation and Ratification Agreement dated as of the date hereof (as amended, modified or supplemented from time to time, the “Reaffirmation and Ratification Agreement Agreement”) and (viiiix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viiiix), collectively, the "“Related Agreements"”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "“Note Shares"”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a "“Material Adverse Effect"”).