Common use of Payments by the Company Clause in Contracts

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (ia) the Registration Statement(sAll payments (including prepayments) covering the Registrable Securities required to be filed made by the Company pursuant on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to Section 2(athe Administrative Agent for the ratable account of the Banks at the Administrative Agent’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 2:00 p.m. (New York City time) hereof on the date specified herein. The Administrative Agent will promptly distribute on such date to each Bank its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is not filed received by the Filing Date Administrative Agent later than 2:00 p.m. (New York City time) shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or declared effective by fee shall continue to accrue. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the SEC on next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of “Interest Period” herein. (c) Unless the Administrative Agent shall have received notice from the Company prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant date on which any payment is due to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then Banks hereunder that the Company will not make payments such payment in full as and when required hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Investors Administrative Agent on such date in such amounts immediately available funds and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities Administrative Agent may (which remedy but shall not be exclusive of any other remedies available at law or so required), in equity). The Company shall pay reliance upon such assumption, cause to be distributed to each holder of the Notes or Registrable Securities Bank on such due date an amount equal to the amount then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which due such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred Bank. If and twenty (120) day period and prior to the date extent the Registration Statement is declared effective by the SEC, provided, however, that there Company shall be excluded from not have made such period any delays which are solely attributable to changes required by the Investors payment in the Registration Statement with respect to information relating full to the InvestorsAdministrative Agent, including, without limitation, changes each Bank shall repay to the plan of distributionAdministrative Agent on demand such amount distributed to such Bank, or together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash orAdministrative Agent, at the Company's option, Federal Funds Rate as in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on effect for each such payment dateday.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty ninety (12090) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in proper form with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date or if there is a Restricted Sale Date, then the Company will make payments to the Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (which remedy iii) The amount (the "Periodic Amount") to be paid by the Company to the Investor shall not be exclusive determined as of any other remedies available at law or in equity). The Company each Computation Date (as defined below) and such amount shall pay to each holder of the Notes or Registrable Securities an amount be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the sum of: (i) Purchase Price for all Debentures held by the number of months (prorated Investor for partial months) after the period from the date following the relevant Required Filing Date or the end Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) one percent (1%) of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales Purchase Price of all of Debentures for the Registrable Securities cannot be made pursuant to the Registration Statement first two Computation Dates after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f))relevant Required Filing Date; and (B) two percent (2%) of the Purchase Price of all Debentures to any Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBcontrary notwithstanding, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiverelevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleBy way of illustration and not in limitation of the foregoing, if the Registration Statement becomes is filed on or before the Required Filing Date, but is not declared effective one (1) month after the end of such one hundred and twenty (120) day periodby August 27, 2006, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one Periodic Amount will aggregate two percent (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount2%).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of receipt of written demand of the Investors pursuant to Section 2(a) hereof, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement) (the “Effectiveness Deadline”), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes, provided that for purposes of the calculation of the Conversion Price pursuant to this Section 2(c), the Applicable Percentage (as defined in the Notes) shall be 60%) on such payment date. For purposes of this Agreement, all amounts paid to the Investors pursuant to this section shall be capped at 6%.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBBOTC BB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBOTC BB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. (a) The Company shall cause the Registration ----------------------- Statement required to be filed pursuant to Section 2.1 hereof to become effective as soon as practicable following the date of Stockholder Approval (as defined in the Securities Purchase Agreement), but shall cause such Registration Statement, (i) in the event a Form S-3 Registration Statement is available to the Company, to become effective in no event later than the sixtieth (60/th/) day following the Closing, or (ii) in the event a Form S-3 Registration Statement is no longer available to the Company, to become effective in no event later than the one hundred and twentieth (120th) day following the Closing (in each case, the "Registration Deadline"). If the Registration Statement is not --------------------- effective as required by this Section 2.3, the Company shall thereafter use its best efforts to obtain effectiveness of cause such Registration Statement to become effective. If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) 2.1 hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty before the Registration Deadline (120) days from the Filing Datea "Registration Failure"), or (ii) if -------------------- after the such Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities covered thereby cannot be made pursuant to such Registration Statement (by reason of a stop order, the Company's failure to update the registration statement, the failure of any post-effective amendment to the registration statement to be promptly declared effective or any other reason outside the control of the Purchasers) (a "Registration StatementSuspension"), or (iii) ----------------------- if the Common Stock of the Company is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsNasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange or the American Stock Exchange after being so listed or included for quotation thereon, (a "Listing Suspension"), then the Company will make ------------------ payments to the Investors Purchasers in such amounts and at such times as shall be determined pursuant to this Section 2(c) 2.3, as partial relief for the damages to the Investors Purchasers by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The . (b) In the event of a Registration Failure, the Company shall pay to each holder of the Notes or Registrable Securities Purchaser an amount equal to (A) the then outstanding principal amount of Multiplier (as defined herein) times ----- (B) the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage Funded Amount (as defined below) with respect to such Purchaser times the sum of: ----- (iC) the number of months (prorated per day for partial months) after following the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and Registration Deadline prior to the date the Registration Statement filed pursuant to Section 2.1 is declared effective by the SEC. In addition, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the event of a Registration Statement Suspension, the Company shall pay to Purchaser an amount equal to (D) the Multiplier times (E) the Funded Amount with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; such ----- Purchaser times (iiF) the number of months (prorated per day for partial months) that ----- from (x) the date on which sales of all of the Registrable Securities first cannot be made pursuant to (y) the Registration Statement after date on which sales of all such Registrable Securities can again be made. In addition, in the Registration Statement has been declared effective event of a Listing Suspension, the Company shall pay to Purchaser an amount equal to (including, without limitation, when sales cannot be made by reason of G) the Company's failure Multiplier times (H) the ----- Funded Amount with respect to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay such Purchaser times (as defined in Section 3(f)); and (iiiI) the number of months ----- (prorated per day for partial months) that from (x) the date on which listing or quotation of the Common Stock is not listed suspended or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted to (y) the date on which the Common Stock is again so listed, quoted and traded. Such payments shall be made in cash within five (5) days after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleend of each period that gives rise to such obligation, provided that, if the Registration Statement becomes effective one any such period extends for more than thirty (130) month days, payments shall be made for each such thirty (30) day period within five (5) days after the end of such one hundred and twenty thirty (12030) day period, each such thirty day period being counted as a month for purposes of this Section 2.3(b). (c) For any given date, the Company would pay $5,000 for each $250,000 "Multiplier" shall mean 0.015. The "Funded ---------- ------ Amount" means the aggregate purchase price of Outstanding Principal Amount. If thereafter, sales could not be made pursuant the Preferred Stock and the ------ Warrants relating to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price registered (as defined in the Notesor required to be registered) on such payment dateRegistration Statement.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBBOTC BB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBOTC BB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty ninety (12090) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in proper form with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date or if there is a Restricted Sale Date, then the Company will make payments to the Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (which remedy iii) The amount (the "Periodic Amount") to be paid by the Company to the Investor shall not be exclusive determined as of any other remedies available at law or in equity). The Company each Computation Date (as defined below) and such amount shall pay to each holder of the Notes or Registrable Securities an amount be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the sum of: (i) Purchase Price for all Debentures for the number of months (prorated for partial months) after period from the date following the relevant Required Filing Date or the end Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) one percent (1%) of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales Purchase Price of all of Debentures for the Registrable Securities cannot be made pursuant to the Registration Statement first two Computation Dates after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f))relevant Required Filing Date; and (B) two percent (2%) of the Purchase Price of all Debentures to any Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBcontrary notwithstanding, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiverelevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleBy way of illustration and not in limitation of the foregoing, if the Registration Statement becomes is filed on or before the Required Filing Date, but is not declared effective one (1) month after the end of such one hundred and twenty (120) day periodby August 5, 2005, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one Periodic Amount will aggregate two percent (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount2%).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120100) days from the Filing Datedate of receipt of written demand of the Investors pursuant to Section 2(a), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120100) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120100) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the Company does not use its best efforts and respond to comments from the SEC on or prior to one hundred and twenty (120) days from the Filing Dateregarding its Registration Statement in a timely manner, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day perioddetermination that the Company has not used its best efforts to respond to comments from the SEC regarding its Registration Statement in a timely manner, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date in accordance with Section 2(a) or not declared effective by the SEC on or prior to within one hundred and twenty (120) days from after the Filing Closing Date (the “Effective Date”), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iiithen, in each case subject to Section 2(d) below and notwithstanding the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"provisions of Section 2(c), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors Purchasers in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b) as partial relief for the liquidated damages to the Investors such Purchasers by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Other than with respect to any Allowed Delay (as defined below) permitted under Section 2(d) below, the Company shall pay to each holder Purchaser its pro-rata share (based on shares of the Notes or Registrable Securities an amount equal then held by such Purchaser as compared to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were convertedthen held by all Purchasers) of an aggregate cash fee of $100,000 per month ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated pro-rated daily for any partial months) after the Filing Effective Date or during which the end of the aforementioned one hundred and twenty (120) day period and prior to the date Registration Statement is suspended until such time as the Registration Statement is declared effective by the SEC, SEC or is no longer suspended; provided, however, that there the aggregate liquidated damages payable hereunder shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay exceed $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount1,000,000.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of i. If the Initial Registration Statement or the New Registration Statement, as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof case may be, is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) before 180 days from the Filing Datedate of this Agreement (the “Registration Deadline”) or, or (ii) if, after the a Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities covered by such Registration Statement cannot be made pursuant to such Registration Statement because such Registration Statement has been suspended (by reason of a stop order or the Company’s failure to update the Registration StatementStatement or otherwise) except as a result of a permitted Suspension under Section 9, or (iii) is otherwise no longer effective, then, without limiting the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"remedies available to Purchaser pursuant to Section 2(C)(iv), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors Purchaser in such amounts and at such times as shall be determined pursuant to this Section 2(c) 2(C), as partial relief liquidated damages and not as a penalty for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be constitute the Purchaser’s exclusive of any other remedies available at law or in equitymonetary remedy). The In such event, the Company shall pay to each holder of the Notes or Registrable Securities Purchaser an amount equal to the then outstanding principal amount one and one-half percent (1.5%) of the Notes (and, in aggregate purchase price paid by Purchaser pursuant to the case of holders of Registrable Securities, Purchase Agreement for the principal amount of Notes from Shares with respect to which such any unregistered Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied are then held by the Applicable Percentage Purchaser for each consecutive or non-consecutive thirty (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (12030) day period after the Registration Deadline and prior to the date the Initial Registration Statement or the New Registration Statement, as the case may be, is declared effective by the SEC, or during which sales of any Registrable Securities covered by a Registration Statement cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective; provided, however, that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Purchaser) required by the Investors Purchaser in the Registration Statement with respect to information relating to the InvestorsPurchaser, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at within five (5) Trading Days after the Company's optionend of each thirty (30) day period that gives rise to such obligation. ii. Notwithstanding the foregoing, in shares no event shall the Company be obligated to make payments hereunder (a) in respect of Common Stock priced at the Conversion Price same Registrable Securities for the same period of time or (b) to the Purchaser in an aggregate amount that exceeds ten percent (10%) of the aggregate price paid by the Purchaser for such Shares. iii. The Company shall not be liable for liquidated damages under this Agreement as defined to any Registrable Securities which are not permitted by the SEC to be included in the Notes) on Initial Registration Statement or the New Registration Statement due solely to SEC Guidance relating to the inclusion of such payment dateRegistrable Securities in a Registration Statement from the time that it is determined that such Registrable Securities are not permitted to be registered. In such case, the liquidated damages shall be calculated to only apply to the Registrable Securities which are permitted in accordance with SEC Guidance relating to the inclusion of such Registrable Securities in a Registration Statement to be included in such Initial Registration Statement or such New Registration Statement. iv. Notwithstanding the foregoing, nothing shall preclude the Purchaser from pursuing or obtaining any available specific performance or other equitable relief in accordance with applicable law.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of cause the Registration Statement to be effective as soon as reasonably practicable. If (i) the Registration Statement(s) Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Target Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b) as partial relief for the liquidated damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount (the “Damage Amount”) equal to the then outstanding principal amount of product obtained by multiplying (i) the Notes purchase price (and, in the case of holders of Registrable Securities, “Purchase Price”) paid for the principal amount of Notes from which such Registrable Securities were convertedby the Investor, by (ii) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: by (iiii) the number of months 30-day periods (prorated for partial monthsperiods) after the Target Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date that the Registration Statement covering the Registrable Securities of the Investor is declared effective by the SEC, actually filed; provided, however, that there shall be excluded from such period any delays which are solely attributable (i) to changes required by the Investors in the Registration Statement Investor, or any other Investor who holds Registrable Securities, with respect to information relating to the Investors, including, without limitation, changes to the plan of distributiondistribution or beneficial ownership of securities, or (ii) to the failure of any Investor (or legal counsel to the Investors Investor) to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement manner or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) any person or entity named in the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiveProspectus as an underwriter. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02)one half of one percent. (For example, if the Registration Statement becomes effective one (1) month is filed thirty days after the end of such one hundred and twenty (120) day periodTarget Filing Date, the Company would pay as the Damage Amount $5,000 500 for each $250,000 100,000 of Outstanding Principal Amountthe Purchase Price. If thereafter, sales could not be made pursuant to In the Registration Statement for an additional period sole discretion of one (1) monththe Company, the Company would pay an additional $5,000 for each $250,000 may issue to Investor in lieu of Outstanding Principal Amount.) Such amounts shall be paid in the cash orpayment described above, at the Company's option, in a number of shares of Common Stock priced at of the Conversion Company equal to the quotient derived by dividing (i) the Damage Amount, by (ii) Purchase Price per share (as defined in the Notes) on such payment dateabove).

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120100) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120100) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120100) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty ninety (12090) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty five (120105) days from the Filing Datedate of obtaining Stockholder Approval (as defined in the Securities Purchase Agreement) (the “Effectiveness Deadline”), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or on the Pinksheets (“Pinksheets”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period Effectiveness Deadline and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Pinksheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02.015). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day periodthe Effectiveness Deadline, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of receipt of written demand of the Investors pursuant to Section 2(a) hereof, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts cause the registration statement to obtain effectiveness of the Registration Statement become effective as soon as practicable, but in no event later than the ninetieth (90th) day following the Closing Date (the "Registration Deadline"). If (i) the Registration Statement(sregistration statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) 2.1 hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing DateRegistration Deadline, or (ii) after the Registration Statement registration statement has been declared effective by the SEC, sales of all of the Registrable Securities (including any Registrable Securities required to be registered pursuant to Section 3.2 hereof) cannot be made pursuant to the registration statement (by reason of a stop order or the Company's failure to update the registration statement or any other reason outside the control of the Purchasers) (any event described in the preceding clauses (i) and (ii) being described as a "Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQFailure Event"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors Purchasers in such amounts and at such times as shall be determined pursuant to this Section 2(c) 2.3 as partial relief for the damages to the Investors Purchasers by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Promptly upon the occurrence of such Registration Failure Event, the Company shall pay to each holder of the Notes or Registrable Securities Purchaser an amount equal to (i) (A) .005 (during the then outstanding principal amount first 30 days after the Registration Deadline), .01 (during the period beginning 31 days after the Registration Deadline and ending 60 days after the Registration Deadline) and .02 (thereafter) times (B) the aggregate purchase price of the Notes Preferred Stock held by such Purchaser (andincluding, without limitation, Preferred Stock that have been converted into Conversion Shares then held by such Purchaser) times (ii) an amount equal to: (A) in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: a Registration Failure Event described in clause (i) of the second sentence of this Section 2.3, the number of months (prorated per day for partial months) after following the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and Registration Deadline prior to the date the Registration Statement filed pursuant to Section 2.1 is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors or (B) in the case of a Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below Failure Event described in a reasonably prompt manner; clause (ii) of the second sentence of this Section 2.3, the number of months (prorated per day for partial months) following the Registration Deadline but prior to the termination of the Registration Period that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Companyeach Purchaser's option, in shares of may be convertible into Common Stock priced at the "Conversion Price Price" (as defined in the NotesCertificate of Designation). Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Purchaser desires to convert or exercise the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days prior to the date on which such payment dateamounts are first payable in cash and such amounts shall be so convertible (pursuant to the terms of the Certificate of Designation), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such thirty (30) day period.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty thirty-five (120135) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty thirty-five (120135) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (ia) the Registration Statement(sAll payments (including prepayments) covering the Registrable Securities required to be filed made by the Company pursuant on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to Section 2(athe Administrative Agent for the ratable account of the Banks at the Administrative Agent's Payment Office, and shall be made in dollars and in immediately available funds, no later than 2:00 p.m. (New York City time) hereof on the date specified herein. The Administrative Agent will promptly distribute on such date to each Bank its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is not filed received by the Filing Date Administrative Agent later than 2:00 p.m. (New York City time) shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or declared effective by fee shall continue to accrue. (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the SEC on next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the Administrative Agent shall have received notice from the Company prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant date on which any payment is due to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then Banks hereunder that the Company will not make payments such payment in full as and when required hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Investors Administrative Agent on such date in such amounts immediately available funds and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities Administrative Agent may (which remedy but shall not be exclusive of any other remedies available at law or so required), in equity). The Company shall pay reliance upon such assumption, cause to be distributed to each holder of the Notes or Registrable Securities Bank on such due date an amount equal to the amount then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which due such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred Bank. If and twenty (120) day period and prior to the date extent the Registration Statement is declared effective by the SEC, provided, however, that there Company shall be excluded from not have made such period any delays which are solely attributable to changes required by the Investors payment in the Registration Statement with respect to information relating full to the InvestorsAdministrative Agent, including, without limitation, changes each Bank shall repay to the plan of distributionAdministrative Agent on demand such amount distributed to such Bank, or together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash orAdministrative Agent, at the Company's option, Federal Funds Rate as in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on effect for each such payment dateday.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of i. If the Initial Registration Statement or the New Registration Statement, as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof case may be, is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) before 180 days from the Filing Datedate of this Agreement (the “Registration Deadline”) or, or (ii) if, after the a Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities covered by such Registration Statement cannot be made pursuant to such Registration Statement because such Registration Statement has been suspended (by reason of a stop order or the Company’s failure to update the Registration StatementStatement or otherwise) except as a result of a permitted Suspension under Section 9, or (iii) is otherwise no longer effective, then, without limiting the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"remedies available to Purchasers pursuant to Section 2(C)(iv), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors Purchasers in such amounts and at such times as shall be determined pursuant to this Section 2(c) 2(C), as partial relief liquidated damages and not as a penalty for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be constitute the Purchasers exclusive of any other remedies available at law or in equitymonetary remedy). The In such event, the Company shall pay to each holder of the Notes or Registrable Securities Purchaser an amount equal to the then outstanding principal amount one and one-half percent (1.5%) of the Notes (and, in aggregate purchase price paid by Purchaser pursuant to the case of holders of Registrable Securities, Purchase Agreement for the principal amount of Notes from Shares with respect to which such any unregistered Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied are then held by the Applicable Percentage Purchaser for each consecutive or non-consecutive thirty (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (12030) day period after the Registration Deadline and prior to the date the Initial Registration Statement or the New Registration Statement, as the case may be, is declared effective by the SEC, or during which sales of any Registrable Securities covered by a Registration Statement cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective; provided, however, that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Purchasers) required by the Investors Purchasers in the Registration Statement with respect to information relating to the InvestorsPurchasers, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at within five (5) Trading Days after the Company's optionend of each thirty (30) day period that gives rise to such obligation. ii. Notwithstanding the foregoing, in shares no event shall the Company be obligated to make payments hereunder (a) to more than one Purchaser in respect of Common Stock priced at the Conversion Price same Registrable Securities for the same period of time or (b) to any one Purchaser in an aggregate amount that exceeds ten percent (10%) of the aggregate price paid by such Purchaser for such Shares. iii. The Company shall not be liable for liquidated damages under this Agreement as defined to any Registrable Securities which are not permitted by the SEC to be included in the Notes) on Initial Registration Statement or the New Registration Statement due solely to SEC Guidance relating to the inclusion of such payment dateRegistrable Securities in a Registration Statement from the time that it is determined that such Registrable Securities are not permitted to be registered. In such case, the liquidated damages shall be calculated to only apply to the Registrable Securities which are permitted in accordance with SEC Guidance relating to the inclusion of such Registrable Securities in a Registration Statement to be included in such Initial Registration Statement or such New Registration Statement. iv. Notwithstanding the foregoing, nothing shall preclude the Purchaser from pursuing or obtaining any available specific performance or other equitable relief in accordance with applicable law.

Payments by the Company. The Company shall use its best efforts to obtain cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the sixtieth (60th) day following the Filing Date or the date which is within three (3) business days of the date on which the SEC informs the Company that (i) the SEC will not review the Registration Statement or (ii) the Company may request the acceleration of the effectiveness of the Registration Statement and the Company makes such request; provided that, if such date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the SEC is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following business day (the “Effectiveness Date”), and, subject to 3(u), to keep such Registration Statement continuously effective under the Securities Act until such date as soon is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as practicabledetermined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”); provided, however, that in the event that the SEC conducts a full review of the Registration Statement, the Effectiveness Date may be extended, if reasonably necessary, by an additional thirty (30) days. If If, subject to 3(u), (i) the Registration Statement(s) covering the Registrable Securities Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed by with the SEC prior to the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing Effectiveness Date, or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the SEC but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the SEC, or (iv) the Company has breached Section 3(t), or (v) if, after the any such Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement, Statement or for any other reason outside the control of the Investors) or (iiivi) the Common Stock is not listed or included for quotation on the Nasdaq National Capital Market ("NASDAQ"the “Capital Market”), the Nasdaq SmallCap National Market ("NASDAQ SMALLCAP"the “National Market”), the New York Stock Exchange (the "“NYSE") or ”), the American Stock Exchange (the "“AMEX"”), the OTC Electronic Bulletin Board (the “Bulletin Board”) at any time after the Effectiveness Date hereunder (any such failure or breach being referred to as an “Event”, and for the purposes of clauses (i) the date on which such Event occurs, or for the purposes of clause (ii) the date on which such three (3) business day period is exceeded, or for the purposes of clause (iii) after being so listed or included for quotationmore than fifteen (15) business days, or for the purposes of clause (iv) the Common Stock ceases date of such breach, or for the purposes of clause (v) the date that sales of any Registrable Securities cannot be made, or for the purposes of clause (vi) the date that is three (3) days from such Event, being referred to be traded on the Over-the-Counter Bulletin Board (the "OTCBB"as “Event Date”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the then outstanding principal amount product of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months shares of Preferred Stock then held by such Investor (prorated including, for partial monthsthis purpose, any shares of Preferred Stock that have been converted into Conversion Shares then held by such Investor as if such shares of Preferred Stock had not been so converted) after multiplied by the Filing Date or per share purchase price, multiplied by (ii) two percent (2.0%) for the end of the aforementioned one hundred and twenty (120) first 30 day period and prior to from the date Event Date (or portion thereof) (iii) one percent (1%) for each subsequent 30 day period until the Registration Statement applicable Event is declared effective by the SEC, cured (or portion thereof) thereafter; provided, however, that that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which that are solely attributable to changes required by the Investors such Investor in the Registration Statement with respect to information relating to the Investorssuch Investor, including, without limitation, changes to the plan of distributiondistribution (other than any corrections of Company mistakes with respect to information previously provided by such Investor). All such amounts required to be paid hereunder shall be paid in either cash or additional Preferred Stock, or to at the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason sole election of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any within five days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of each period that gives rise to such one hundred and twenty obligation, provided that, if any such period extends for more than thirty (12030) days, interim payments shall be made for each such 30 day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts cause the registration statement to obtain effectiveness of the Registration Statement become effective as soon as practicablepracticable after filing, but in no event later than the one hundred twentieth (120th) day following the Closing Date (the "REGISTRATION DEADLINE"). If (i) the Registration Statement(sregistration statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing DateRegistration Deadline or if, or (ii) after the Registration Statement registration statement has been declared effective by the SEC, sales of all of the Registrable Securities (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) cannot be made pursuant to the Registration Statement, registration statement (by reason of a stop order or the Company's failure to update the registration statement or any other reason outside the control of the Investors) or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq National NASDAQ Small Cap Market ("NASDAQ"), the Nasdaq SmallCap NASDAQ National Market (the "NASDAQ SMALLCAPNNM"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") at any time after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsRegistration Deadline, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the then outstanding principal amount sum of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end aggregate Purchase Price of the aforementioned one hundred and twenty Preferred Stock held by such Investor (120including, without limitation, Preferred Stock that has been converted into Conversion Shares then held by such Investor) day period and (the "AGGREGATE SHARE PRICE") multiplied by two hundredths (.02) if the Registration Statement filed pursuant to Section 2(a) is not declared effective on or prior to the date Registration Deadline plus (ii) an amount equal to the Aggregate Share Price multiplied by two hundredths (.02) for each thirty (30) days thereafter that the Registration Statement is has not been declared effective by or that sales cannot be made pursuant to the SECRegistration Statement after it has been declared effective or that the Common Stock is not listed or included for quotation on NASDAQ, providedthe NYSE or AMEX; PROVIDED, however, HOWEVER that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distributiondistribution and PROVIDED, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (includingFURTHER, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is aggregate amount payable to any Investor under this Section 2(c) shall not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths exceed ten percent (.02)10%) of such Investor's Aggregate Share Price. (For example, if the Registration Statement becomes is not effective one (1) month after by the end of such one hundred and twenty (120) day periodRegistration Deadline, the Company would pay $5,000 20,000 for each $250,000 1,000,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, Aggregate Share Price and the Company would pay an additional $5,000 20,000 for each $250,000 1,000,000 of Outstanding Principal Amount.Aggregate Share Price thereafter for each additional thirty (30) days the Registration Statement is not effective (up to a maximum of $100,000 for each $1,000,000 Aggregate Share Price)). Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of may be convertible into Common Stock priced at the Conversion Price "CONVERSION PRICE" (as defined in the NotesCertificate of Designations). Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days of the date on which such payment dateamounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article IV of the Certificate of Designations), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred fiftieth (I 50th) day after the Issue Date (the "Registration Deadline"). If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing DateRegistration Deadline or if, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) cannot be made pursuant to the Registration Statement, or Statement (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") by reason of a stop order or the American Stock Exchange (Company's failure to update the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") Registration Statement or any equivalent replacement exchange prior to being listed or included for quotation on one other reason outside the control of the aforementioned marketsInvestors) at any time after the Registration Deadline, then the Company will make payments to the Investors Investors' in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the then outstanding principal amount product of (i) the aggregate market price of the Notes Common Stock held by such Investor (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTAggregate Market Price"), multiplied by the Applicable Percentage (as defined belowii) times one and one-half percent (1.5%) multiplied by (iii) the sum of: of (ix) the number of months (prorated pro rated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement required to be filed pursuant to Section 2(a) is filed with the SEC, plus (y) the number of months (pro rated for partial months) after the one hundred twentieth ( 120th) day after the Issue Date and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; plus (iiz) the number of additional months (prorated for partial months) that sales of all of the any Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective effective; provided, however, that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors including, without limitation, when sales cannot be made by reason changes to the plan of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectivedistribution. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes is not effective one (1) month after by the end of such one hundred and twenty (120) day periodRegistration Deadline, the Company would pay $5,000 15,000 per month (commencing on the 120th day after the Issue Date) for each $250,000 1,000,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to Aggregate Market Price until the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) becomes effective. Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of may be convertible into Common Stock priced at the Conversion Exercise Price (as defined in the NotesWarrants). Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities, it shall so notify the Company in writing within two (2) business days of the date on which such payment dateamounts are first payable in cash and such amounts shall be so exercisable (pursuant to the mechanics set forth under the Warrants), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such thirty (30) day period.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty five (120105) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or on the Pinksheets (“Pinksheets”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty five (120105) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Pinksheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02.015). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty five (120105) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain If (i) at any time after effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SECStatement, sales of all of thereunder during the Registrable Securities registration period (as described in Section 5) cannot be made pursuant to for any reason, other than by reason of the operation of Section 2(b), for a period of more than 10 consecutive business days, (ii) at any time after effectiveness of the Registration Statement, sales thereunder during the Registration Period cannot be made for a period of time that exceeds the limitations set forth in Section 2(b), or (iii) at any time after the Registrable Securities are listed in accordance with Section 2(a)(viii), the Common Stock is Shares are not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed other exchange or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one market where shares of the aforementioned marketsCompany's common stock are then traded for more than 10 consecutive calendar days, then the Company will thereafter make payments a payment to the Investors in such amounts and at such times each Holder as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity)set forth below. The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the payment made to each Holder will be equal to 1% of the purchase price paid for the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied purchased by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred Holder and twenty (120) day period not previously converted into Common Shares and prior to the date the Registration Statement is declared effective sold by the SEC, provided, however, Holder for each 30 business days that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of under the Company's failure to properly supplement effective Registration Statement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is Shares are not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE National Market or AMEX other exchange or that trading thereon market where shares of the Company's common stock are then traded (but any day on which both conditions exist shall count as a single day and no day taken into account for purposes of determining whether any payment is halted after due under Section 2 (c)(ii) shall be taken into account for purposes of determining whether any payment is due under this Section 2(c)(i) or the Registration Statement has been declared effectiveamount of such payment). The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if number of shares not previously sold as specified in the Registration Statement becomes effective one (1) month after previous sentence shall be determined as of the end of such one hundred and twenty (120) the respective 30-business day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made In no event shall payment pursuant to this Section exceed 10% in the Registration Statement aggregate of the purchase price paid for an additional the Notes purchased by the Holder (including such Holder's predecessors and successors) for the entire registration period of one (1) month, as described in Section 5). These payments will be prorated on a daily basis during the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall 30-business day period and will be paid in cash to each Holder within ten business days following the end of each 30- business day period as to which payment is due hereunder or, at the Company's option, will be added to the outstanding Principal Amount of the Notes, provided that the respective Holder delivered to the Company at least two business days prior thereto information with respect to the number of Notes and Common Shares not previously sold by such Holder (together with reasonable supporting documentation). The Holders may make a claim for additional damages as a remedy for the Company's failure to comply with the timelines set forth in shares this Section, but acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any such damages exist or may exist. Notwithstanding the foregoing, if the Company has used its reasonable best efforts to avoid circumstances as a result of which sales cannot be made under the Registration Statement during the Registration Period or the Common Stock priced at Shares are not listed or included for quotation on the Conversion Price (as defined Nasdaq National Market or other exchange or market where the Common Shares are traded, then the damages described above shall be the Holders' sole and exclusive remedy for damages arising out of such circumstances. Nothing contained in the Notes) on such payment datepreceding sentence shall be read to limit the ability of the Holders to seek specific performance of this Agreement.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in proper form with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date or if there is a Restricted Sale Date, then the Company will make payments to the Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (which remedy iii) The amount (the "Periodic Amount") to be paid by the Company to the Investor shall not be exclusive determined as of any other remedies available at law or in equity). The Company each Computation Date (as defined below) and such amount shall pay to each holder of the Notes or Registrable Securities an amount be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the sum of: (i) Purchase Price for all Debentures held by the number of months (prorated Investor for partial months) after the period from the date following the relevant Required Filing Date or the end Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) one percent (1%) of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales Purchase Price of all of Debentures for the Registrable Securities cannot be made pursuant to the Registration Statement first two Computation Dates after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f))relevant Required Filing Date; and (B) two percent (2%) of the Purchase Price of all Debentures to any Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBcontrary notwithstanding, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiverelevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleBy way of illustration and not in limitation of the foregoing, if the Registration Statement becomes is filed on or before the Required Filing Date, but is not declared effective one (1) month after the end of such one hundred and twenty (120) day periodby January 6, 2006, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one Periodic Amount will aggregate two percent (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount2%).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Resale Registration Statement as soon as practicable. If (i) the Resale Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof Statement is not filed by the Filing Date or the Mandatory Filing Date, as the case may be, or declared effective by the SEC on or prior to one hundred and twenty (120) days from after filing the Filing Date, or (ii) after the Resale Registration Statement has been declared effective by with the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors Buyers in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b) as partial relief for the damages to the Investors Buyers by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to three percent (3%) per month of the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date (or Mandatory Filing Date) or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Resale Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors Buyers in the Resale Registration Statement with respect to information relating to the InvestorsBuyers, including, without limitation, changes to the plan of distribution, or to the failure of the Investors Buyers to conduct their review of the Registration Statement pursuant to Section 3(h3(g) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made . Any payments due pursuant to this Section 2(b) may be paid by the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason Company in cash or shares of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on at the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after option of the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal AmountBuyers. If thereafter, sales could not be made pursuant the Buyers elect to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, receive payment in shares of Common Stock priced Stock, such shares shall be issued at the Conversion Price (as that term is defined in the Notes) on such payment dateDebenture).

Payments by the Company. The Company shall use its best efforts (i) Subject to obtain effectiveness of Section 3 below, if the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Purchaser in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) If the Purchaser fails to respond to any SEC comment letter regarding any Registration Statement within thirty (30) calendar days of receipt (the “Required Response Date”), then the Company will make payments to the Purchaser in such amounts and at such times as partial relief shall be determined pursuant to this Section 2(b). (iii) The amount (the “Periodic Amount”) to be paid by the Company to the Purchaser shall be determined as of each Computation Date (as defined below) and such Periodic Amount shall be equal to 2% of the outstanding principal amount of that certain 10% Senior Secured Convertible Debenture, issued to the Purchaser on December 7, 2007 (the “Debenture”), for the damages period from the date following each of the relevant Required Filing Date or the Required Response Date, as the case may be, to the Investors by reason of any first relevant Computation Date, and thereafter to each subsequent Computation Date (prorated on a daily basis if such delay in or reduction of their ability to sell period is less than thirty (30) days); provided, however, that such Periodic Amounts shall cease after six (6) months from the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity)initial Computation Date. The Company shall pay parties acknowledge that the failure to each holder comply on a timely basis with the provisions related to both the Required Filing Date and the Required Response Date would result in a maximum payment of the Notes or Registrable Securities an amount equal to twelve (12%) percent of the then outstanding principal amount of the Notes Debenture. (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were convertediv) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied Each Periodic Amount will be payable by the Applicable Percentage (as defined below) times Company, and at the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason option of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, or in shares of Common Stock priced at (1) on the Conversion Price day after the Required Filing Date or the Required Response Date, as the case may be, and (2) each thirtieth day thereafter. (v) The parties acknowledge that the damages which may be incurred by the Purchaser if the Registration Statement is not filed by the Required Filing Date or an SEC comment letter has not been responded to by a Required Response Date, may be difficult to ascertain. The parties agree that the Periodic Amounts represent a reasonable estimate on the part of the parties, as defined of the date of this Agreement, of the amount of such damages. (vi) Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the Notes) on such payment datefiling of the Registration Statement or any delay in filing a response to an SEC comment letter occurs because of an act of, or a failure to act or to act timely by the Purchaser or its counsel.

Payments by the Company. The Company shall use its best efforts cause the Registration Statement required to obtain effectiveness be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the 120th day following the date hereof (the "Registration Deadline"). At the time of effectiveness, the Company shall ensure such Registration Statement covers at least 100% of the Registrable Securities issuable pursuant to the Notes and Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement as soon as practicableto increase the number of shares covered thereby). If (i) (A) the Registration Statement(s) covering the Registrable Securities Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed by with the SEC prior to the Filing Date or (B) such Registration Statement covering all of the Registrable Securities is not declared effective by the SEC on or prior to one hundred and twenty before the Registration Deadline (120) days from except in the Filing Dateevent that such Registration Statement shall not have been declared effective solely as the result of a Fiscal Quarter Delay (as defined herein)), or (ii) if, after the such Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities required to be covered by such Registration Statement cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company's failure to update the Registration StatementStatement or any other reason outside the control of the Investors), or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNNM"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPSmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") at any time after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsRegistration Deadline hereunder, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the then outstanding principal amount product of (i) the aggregate Purchase Price of the Notes and Warrants held by such Investor (andincluding, in the case of holders of Registrable Securitieswithout limitation, the principal amount of Notes from which that have been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Registrable Securities were convertedInvestor) (the "OUTSTANDING PRINCIPAL AMOUNTAggregate Share Price"), multiplied by the Applicable Percentage (as defined belowii) times the sum of: fifteen thousandths (i.015), for each 30-day period (or portion thereof) the number of months (prorated for partial monthsA) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement covering all of the Registrable Securities is declared effective by the SEC, and (C) during which sales of any Registrable Securities cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the NNM, SmallCap, NYSE or AMEX; provided, however, that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes covering all of the Registrable Securities is not effective one (1) month after by the end of such one hundred and twenty (120) day periodRegistration Deadline, the Company would pay $5,000 15,000 for each 30-day period thereafter with respect to each $250,000 1,000,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to Aggregate Share Price until the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amountbecomes effective.) Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of may be convertible into Common Stock priced at the "Conversion Price Price" (as defined in the Notes) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two business days after the date on which such payment dateamounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article III of the Notes), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than 30 days, interim payments shall be made for each such 30-day period. Notwithstanding anything to the contrary contained in this Section 2(c), no such amounts will be payable by the Company to an Investor for the first 120 days after the date hereof to the extent such Investor converts any of the Notes during such period and the Registration Statement is not effective as of the date of such conversion.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. covering the Registrable Securities is not filed in proper form with the Securities and Exchange Commission with forty-five (45) days after the Closing, the Company will make payment to the Initial Investor in the amount of $500 per day for each $10,000 in principal amount of Preferred Stock outstanding for each day thereafter until such Registration Statement, in proper form, is filed with the Securities and Exchange Commission. (ii) If (i) the Registration Statement(s) Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by effective (x) on the Filing Date or declared effective by the SEC on or prior to one hundred and twenty earlier of (120i) five days after notice from the Filing DateSecurities and Exchange Commission that the Registration Statement may be declared effective, or (ii) after ninety (90) days following the Registration Statement has been declared effective initial Closing Date (the "Initial Date"), (except as provided by the SEC, sales last sentence of all of the Registrable Securities cannot be made pursuant to the Registration StatementSection 2a), or (iiiy) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one conclusion of the aforementioned marketsa Suspension Period as defined in P. 3f, then the Company will make payments to the Investors Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity2(b). The amount to be paid by the Company to the Initial Investor shall pay be determined as of each Computation Date, and such amount shall be equal to two and one-half (2 1/2%) percent of the purchase price paid by the Initial Investor for all Preferred Stock then purchased and outstanding pursuant to the Stock Purchase Agreement for any period fro the Initial Date to the first Computation Date, and to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (andComputation date thereafter, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there SEC (pro rated for partial periods) (the "Periodic Amount"). The full Periodic Amount shall be excluded from such period any delays which are solely attributable to changes required paid by the Investors Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review effectiveness of the Registration Statement pursuant occurs because of an act of, or a failure to Section 3(h) below act or to act timely by the Initial Investor or its counsel, or in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of event all of the Registrable Securities cannot may be made sold pursuant to Rule 144 or another available exemption under the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein Act. As used in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f2(b)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to following terms shall have the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.follow meanings:

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of cause the Registration Statement required to be filed pursuant to Section 2.1 hereof to become effective as soon as practicablepossible but shall cause such Registration Statement to become effective in no event later than the earlier of (i) the ninetieth (90th) day following the First Closing (or the one hundred and twentieth (120th) day following the First Closing if reviewed in writing by the SEC) and (ii) the fifth day following the date on which the Company is notified by the SEC that such Registration Statement will not be reviewed or is no longer subject to further review and comments (such applicable date, the “Registration Deadline”). If the Registration Statement is not effective as required by this Section 2.3, the Company shall thereafter continue to use its best efforts to cause such Registration Statement to become effective. If (i) the Registration Statement(sStatement registering all Registrable Securities is not filed on or before the Filing Date, (ii) prior to the effective date of the Registration the Company does not respond to comments of the Commission within 15 days of receipt thereof, (iii) the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) 2.1 hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty before the Registration Deadline (120) days from the Filing Datea “Registration Failure”), or (iiiv) if after the such Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities covered thereby cannot be made pursuant to such Registration Statement (including, but not limited to, by reason of a stop order, the Company’s failure to update the registration statement, the failure of any post-effective amendment to the registration statement to be promptly declared effective or any other reason outside the control of Purchasers) (a “Registration StatementSuspension”), or (iii) if the Common Stock of the Company is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsNasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange or the American Stock Exchange after being so listed or included for quotation thereon (a “Listing Suspension”), then the Company will make payments to the Investors Purchasers in such amounts and at such times as shall be determined pursuant to this Section 2(c) 2.3, as partial relief for the damages to the Investors Purchasers by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement) (the "EFFECTIVENESS DEADLINE"), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes, provided that for purposes of the calculation of the Conversion Price pursuant to this Section 2(c), the Applicable Percentage (as defined in the Notes) shall be 60%) on such payment date. For purposes of this Agreement, all amounts paid to the Investors pursuant to this section shall be capped at 6%.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) thirty-day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of Common Stock priced at the Conversion Price (as defined in the NotesDebentures) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120100) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120100) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) ninety-day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the NotesDebentures) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty ninety (12090) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120100) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120100) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain If (i) at any time after effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SECStatement, sales of all of thereunder during the Registrable Securities registration period (as described in Section 5) cannot be made pursuant to for any reason, other than by reason of the operation of Section 2(b), for a period of more than 10 consecutive business days, (ii) at any time after effectiveness of the Registration Statement, sales thereunder during the Registration Period cannot be made for a period of time that exceeds the limitations set forth in Section 2(b), or (iii) at any time after the Registrable Securities are listed in accordance with Section 2(a)(viii), the Common Stock is Shares are not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed other exchange or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one market where shares of the aforementioned marketsCompany's common stock are then traded for more than 10 consecutive calendar days, then the Company will thereafter make payments a payment to the Investors in such amounts and at such times each Holder as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity)set forth below. The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the payment made to each Holder will be equal to 1% of the purchase price paid for the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied purchased by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred Holder and twenty (120) day period not previously converted into Common Shares and prior to the date the Registration Statement is declared effective sold by the SEC, provided, however, Holder for each 30 business days that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of under the Company's failure to properly supplement effective Registration Statement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is Shares are not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE National Market or AMEX other exchange or that trading thereon market where shares of the Company's common stock are then traded (but any day on which both conditions exist shall count as a single day and no day taken into account for purposes of determining whether any payment is halted after due under Section 2 (c)(ii) shall be taken into account for purposes of determining whether any payment is due under this Section 2(c)(i) or the Registration Statement has been declared effectiveamount of such payment). The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if number of shares not previously sold as specified in the Registration Statement becomes effective one (1) month after previous sentence shall be determined as of the end of such one hundred and twenty (120) the respective 30-business day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made In no event shall payment pursuant to this Section exceed 10% in the Registration Statement aggregate of the purchase price paid for an additional the Notes purchased by the Holder (including such Holder's predecessors and successors) for the entire registration period of one (1) month, as described in Section 5). These payments will be prorated on a daily basis during the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall 30-business day period and will be paid in cash to each Holder within ten business days following the end of each 30- business day period as to which payment is due hereunder or, at the Company's option, will be added to the outstanding Principal Amount of the Notes, provided that the respective Holder delivered to the Company at least two business days prior thereto information with respect to the number of Notes and Common Shares not previously sold by such Holder (together with reasonable supporting documentation). The Holders may make a claim for additional damages as a remedy for the Company's failure to comply with the timelines set forth in shares this Section, but acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any such damages exist or may exist. Notwithstanding the foregoing, if the Company has used its best efforts to avoid circumstances as a result of which sales cannot be made under the Registration Statement during the Registration Period or the Common Stock priced at Shares are not listed or included for quotation on the Conversion Price (as defined Nasdaq National Market or other exchange or market where the Common Shares are traded, then the damages described above shall be the Holders' sole and exclusive remedy for damages arising out of such circumstances. Nothing contained in the Notes) on such payment datepreceding sentence shall be read to limit the ability of the Holders to seek specific performance of this Agreement.

Payments by the Company. The Company shall use its best efforts to obtain If (i) at any time after effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SECStatement, sales of all of thereunder during the Registrable Securities registration period (as described in Section 5) cannot be made pursuant to for any reason, other than by reason of the operation of Section 2(b), for a period of more than 10 consecutive business days, (ii) at any time after effectiveness of the Registration Statement, sales thereunder during the Registration Period cannot be made for a period of time that exceeds the limitations set forth in Section 2(b), or (iii) at any time after the Registrable Securities are listed in accordance with Section 2(a)(viii), the Common Stock is Shares are not listed or included for quotation on the Nasdaq National Market ("NASDAQ")or other exchange, the Nasdaq SmallCap Market ("NASDAQ SMALLCAP")market, the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter OTC Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one where shares of the aforementioned marketsCompany's common stock are then traded or quoted for more than 10 consecutive calendar days, then the Company will thereafter make payments a payment to the Investors in such amounts and at such times each Holder as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity)set forth below. The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the payment made to each Holder will be equal to 1% of the purchase price paid for the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied purchased by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred Holder and twenty (120) day period not previously converted into Common Shares and prior to the date the Registration Statement is declared effective sold by the SEC, provided, however, Holder for each 30 business days that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of under the Company's failure to properly supplement effective Registration Statement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is Shares are not listed or included for quotation on the OTCBBNasdaq National Market or other exchange, Nasdaqmarket, Nasdaq SmallCap, NYSE or AMEX the OTC Bulletin Board where shares of the Company's common stock are then traded or that trading thereon quoted (but any day on which both conditions exist shall count as a single day and no day taken into account for purposes of determining whether any payment is halted after due under Section 2 (c)(ii) shall be taken into account for purposes of determining whether any payment is due under this Section 2(c)(i) or the Registration Statement has been declared effectiveamount of such payment). The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if number of shares not previously sold as specified in the Registration Statement becomes effective one (1) month after previous sentence shall be determined as of the end of such one hundred and twenty (120) the respective 30-business day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made In no event shall payment pursuant to this Section exceed 10% in the Registration Statement aggregate of the purchase price paid for an additional the Notes purchased by the Holder (including such Holder's predecessors and successors) for the entire registration period of one (1) month, as described in Section 5). These payments will be prorated on a daily basis during the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall 30-business day period and will be paid in cash to each Holder within ten business days following the end of each 30- business day period as to which payment is due hereunder or, at the Company's option, will be added to the outstanding Principal Amount of the Notes, provided that the respective Holder delivered to the Company at least two business days prior thereto information with respect to the number of Notes and Common Shares not previously sold by such Holder (together with reasonable supporting documentation). The Holders may make a claim for additional damages as a remedy for the Company's failure to comply with the timelines set forth in shares this Section, but acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any such damages exist or may exist. Notwithstanding the foregoing, if the Company has used its best efforts to avoid circumstances as a result of which sales cannot be made under the Registration Statement during the Registration Period or the Common Stock priced at Shares are not listed or included for quotation on the Conversion Price (as defined Nasdaq National Market or other exchange, market, or the OTC Bulletin Board where the Common Shares are traded or quoted, then the damages described above shall be the Holders' sole and exclusive remedy for damages arising out of such circumstances. Nothing contained in the Notes) on such payment datepreceding sentence shall be read to limit the ability of the Holders to seek specific performance of this Agreement.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC by the Required Filing Date or Date, the Company will make payment to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b). (ii) If the Registration Statement covering the Registrable Securities is not declared effective by the SEC on or prior to one hundred and twenty (120) days from by the Filing Required Effective Date, or (ii) after the Registration Statement has been declared effective by Company will make payment to the SEC, sales of all of the Registrable Securities cannot Investors in such amounts and at such times as shall be made determined pursuant to the Registration Statement, or this Section 2(b). (iii) If the Common Stock is Company does not listed respond to comments issued by the SEC within five (5) business days of first receipt thereof by the Company or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsits counsel, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (iv) If either the conditions set forth in Sections 2(b)(i), 2(b)(ii) or 2(b)(iii) are not satisfied as partial relief for required thereby, then within three (3) days after the damages end of the time periods referenced in Sections 2(b)(i), 2(b)(ii) or 2(b)(iii) (the third such day being referred to as the "Set Date"), as the case may be, the Company shall immediately pay to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an without demand therefore a cash amount equal to 2% per month of the then outstanding principal amount of the Notes (Debentures and, in until such time as the actions required by Sections 2(b)(i), 2(b)(ii) or 2(b)(iii), as the case of holders of Registrable Securitiesmay be, shall have been taken, the principal same amount shall accrue and become payable to the Investors within three (3) days on the same day as the Set Date of each subsequent month until such Sections shall have been complied with (the "Periodic Amounts"). In light of the difficulty of ascertaining the amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, damage that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in will suffer as a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason result of the Company's failure to properly supplement or amend comply therewith, all amounts payable under this Section shall be payable as liquidated damages, and not as a penalty. The Company shall keep the prospectus included therein in accordance with registration statement effective throughout the period during which the life of the Registrable Securities are issued and outstanding. (v) It is the intention of the parties that interest payable under any of the terms of this AgreementAgreement shall not exceed the maximum amount permitted under any applicable law. If a law, but excluding which applies to this Agreement which sets the maximum interest amount, is finally interpreted so that the interest in connection with this Agreement exceeds the permitted limits, then: (1) any days during an Allowed Delay (as defined in Section 3(f))such interest shall be reduced by the amount necessary to reduce the interest to the permitted limit; and (iii2) any sums already collected (if any) from the number of months (prorated for partial months) Company which exceed the permitted limits will be refunded to the Company. The Investor may choose to make this refund by reducing the amount that the Common Stock Company owes under this Agreement or by making a direct payment to the Company. If a refund reduces the amount that the Company owes the Investor, the reduction will be treated as a partial payment. In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. (vi) The parties acknowledge that the damages which may be incurred by the Investors if the Registration Statement is not listed filed by the Required Filing Date, declared effective by the SEC by the Required Effective Date or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after if the Registration Statement has not been declared effectiveeffective as promptly as possible may be difficult to ascertain. The term "APPLICABLE PERCENTAGE" means two hundredths parties agree that the Periodic Amounts represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages, and shall be the exclusive remedy. (.02). (For examplevii) Notwithstanding the foregoing, if the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement becomes effective one (1) month after occurs because of an act of, or a failure to act or to act timely by the end Investors or its counsel, or in the event all of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not Registrable Securities may be made sold pursuant to Rule 144 or another available exemption under the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal AmountAct.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best reasonable efforts to obtain effectiveness of the cause each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to Section 2(a), in no event later than the ninetieth (90th) calendar day after the Closing Date (the "REGISTRATION DEADLINE"), and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the ninetieth (90th) day after the Uncovered Share Filing Deadline (the "UNCOVERED SHARE REGISTRATION DEADLINE"). If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC by the Filing Date Deadline or the Uncovered Share Filing Deadline, as applicable, or declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing DateRegistration Deadline or the Uncovered Share Registration Deadline, as applicable, or (ii) if, after the a Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included therein (except, in the case of the Initial Registration Statement, for Uncovered Shares which are the subject of an SEC Determination) cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-the- Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) (A) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by in proper form with the Filing Date or declared effective by the SEC Commission on or prior to one hundred and twenty (120) days from the Filing DateDeadline, (B) if the Registration Statement covering the Registrable Securities is not effective on or prior to the Effectiveness Deadline, (C) if the number of Shares listed for trading on the OTC Bulletin Board or the NASDAQ SmallCap Stock Market, as applicable, or reserved by the Company for issuance shall be insufficient, for any period of five (5) consecutive days at any time after the Effectiveness Deadline, for issuance upon the conversion of the Initial Shares, the Additional Shares and the exercise of the Warrants, or (iiD) upon the occurrence of a Blackout Event (as described in Section 3(f) or Section 3(g) below), for any period of five (5) consecutive days at any time after the Registration Statement has been declared effective by the SEC, sales of all Effectiveness Deadline (each of the Registrable Securities cannot be made pursuant events described in clauses (A) through (D) of this paragraph are referred to the herein as a "Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQDefault"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors Purchaser in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for The amount (the damages "Periodic Amount") to be paid by the Company to the Investors by reason Purchaser as of any each thirty (30) day period during which a Registration Default shall be in effect (each such delay in or reduction of their ability period, a "Default Period") shall be equal to sell the Registrable Securities two percent (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder 2%) of the Notes or Registrable Securities an amount equal Purchase Price; provided that, with respect to any Default Period during which the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securitiesrelevant Registration Defaults shall have been cured, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) Periodic Amount shall be pro rated for the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day days during such period and prior to the date during which the Registration Statement is declared effective by the SEC, Defaults were pending; and provided, however, that there the payment of such Periodic Amounts shall not relieve the Company from its continuing obligations to register the Warrants and Shares pursuant to Section 2(a). (iii) Each Periodic Amount shall be excluded from such period any delays which are solely attributable to changes required payable by the Investors Company in cash or other immediately available funds to the Purchaser monthly, without demand therefor by the Purchaser. (iv) The parties acknowledge that the damages which may be incurred by the Purchaser if the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on filed by the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleFiling Deadline, if the Registration Statement becomes has not been declared effective one (1by the Effectiveness Deadline, or if the provisions of Section 3(e) month after or 3(f) become applicable, may be difficult to ascertain. The parties agree that the end Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amountdamages.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty sixty-five (120165) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty sixty-five (120165) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120sixty five(165) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to ----------------------- obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to within one hundred and twenty (120) days from after the Filing DateClosing Date with respect to the First Closing or if, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Without limiting the generality of the preceding sentence, the Company shall shall, at its election, by providing the Investors with written notice of such election within two (2) business days following the first day of any such delay in or reduction of their ability to sell the Registrable Securities, either: (1) pay to each holder of the Notes Preferred Stock or Registrable Registerable Securities an amount equal to the then outstanding principal amount of the Notes Preferred Stock (and, in the case of holders of Registrable Registerable Securities, the principal amount of Notes Preferred Stock from which such Registrable Registerable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTAGGREGATE SHARE PRICE"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in proper form with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities is not effective by thirty (which remedy shall not be exclusive 30) days after the relevant Required Effective Date or if the Investor is restricted from making sales of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an covered by a previously effective Registration Statement at any time (the date such restriction commences, a "Restricted Sale Date") after the Effective Date other than during a Suspension Period (as defined below), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below) and such amount shall be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the sum of: Purchase Price for all the Initial Shares for the period from the date following the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (iA) two percent (2%) of the number of months Purchase Price for the period from the date following the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be, to the first relevant Computation Date (prorated for partial monthson a daily basis if such period is less than thirty [30] days), and (B) after the Filing Date or the end two percent (2%) of the aforementioned one hundred and twenty Purchase Price to each Computation Date thereafter (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from prorated on a daily basis if such period any delays which are solely attributable to changes required by the Investors is less than thirty [30] days). By way of illustration and not in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure limitation of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleforegoing, if the Registration Statement becomes for the Registrable Securities relating to the Common Stock and Warrants issued on the Initial Closing Date is timely filed but is not declared effective until one hundred sixty-five (1165) month days after the end of such one hundred and twenty (120) day periodInitial Closing Date, the Company would pay $5,000 for each $250,000 Periodic Amount will aggregate six percent (6%) of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period Purchase Price of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Initial Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date4% for days 90-150, plus 2% for days 151-165).

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or and declared effective by the SEC on or prior to within one hundred and twenty (120) days from after the Filing Closing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBBOTC BB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) -day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBOTC BB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means one hundredth (.01) with respect to the first thirty (30) days of any calculation under clause (i) of the sentence in which the term is used, and two hundredths (.02)) at all times thereafter. (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (the aforementioned 120) -day period, the Company would pay $5,000 2,500 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of Common Stock priced at the Conversion Price average of the lowest three (3) Closing Bid Prices (as defined in the Notes) on such during the twenty (20) trading days prior to the payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) (A) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by in proper form with the Filing Date or declared effective by the SEC Commission on or prior to one hundred and twenty (120) days from the Required Filing Date, or (iiB) after if the Registration Statement has been declared effective by the SEC, sales of all of covering the Registrable Securities canis not be made pursuant effective on or prior to the Registration StatementRequired Effective Date, (C) if the number of Shares qualified for trading on the OTC Bulletin Board, NASDAQ SmallCap Stock Market or reserved by the Company for issuance shall be insufficient for issuance upon the conversion of the outstanding Debentures and the exercise of the Warrants, or (iiiD) upon the Common Stock is not listed occurrence of a Blackout Event (as described in Section 3(f) or included for quotation on Section 3(g) below) (each of the Nasdaq National Market events described in clauses (A) through (D) of this paragraph are referred to herein as a "NASDAQRegistration Default"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors Purchaser in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for The amount (the damages "Periodic Amount") to be paid by the Company to the Investors by reason of any Purchaser for each thirty (30) day period, or portion thereof, during which a Registration Default shall be in effect (each such delay in or reduction of their ability period, a "Default Period") shall be equal to sell the Registrable Securities two percent (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder 2%) of the Notes or Registrable Securities an amount equal to the then outstanding principal amount sum of the Notes (and, in the case of holders of Registrable Securities, a) the principal amount of Notes from which such Registrable Securities were convertedDebentures outstanding and (b) the principal amount of Debentures converted into shares of Common Stock (the "OUTSTANDING PRINCIPAL AMOUNTPurchase Price"); PROVIDED, multiplied by with respect to any Default Period during which the Applicable Percentage (as defined below) times relevant Registration Defaults shall have been cured, the sum of: (i) Periodic Amount shall be PRO RATED for the number of months days during such period during which the Registration Defaults were pending; and PROVIDED FURTHER, that the payment of such Periodic Amounts shall not relieve the Company from its continuing obligations to register the Registrable Securities pursuant to Section 2(a). (prorated for partial monthsiii) after Each Periodic Amount shall be payable by the Filing Date Company, in cash or the end of the aforementioned one hundred and twenty (120) day period and prior other immediately available funds, to the date Purchaser on the last day of each month during which a Registration Default occurred or was continuing, without demand therefor by the Purchaser. If the Company shall not remit the Periodic Amounts payable to the Purchaser as set forth in paragraph (ii) above, the Company will pay the Purchaser reasonable costs of collection, including attorneys' fees, in addition to the Periodic Amounts. (iv) The parties acknowledge that the damages which may be incurred by the Purchaser if the Registration Statement is declared effective not filed by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleRequired Filing Date, if the Registration Statement becomes has not been declared effective one (1) month after by the end Required Effective Date, if an insufficient number of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at shall be qualified for trading or reserved for issuance, or if the Conversion Price (provisions of Section 3(f) or 3(g) become applicable, may be difficult to ascertain. The parties agree that the Periodic Amount represents a reasonable estimate on the part of the parties, as defined in of the Notes) on date of this Agreement, of the amount of such payment datedamages.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate hereof, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120100) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120100) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120100) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness cause the Registration Statement required to be filed pursuant to this Section 2 to become effective as soon as practicable, but in no event later than the sixtieth (60th) day following a Required Filing Date. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 120% of the Registrable Securities issuable upon full conversion of the Notes (without giving effect to any limitations on conversion contained in the Notes), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement as soon as practicableto increase the number of Registrable Securities covered thereby. If (i) (A) the Registration Statement(s) covering the Registrable Securities Statement required to be filed by the Company pursuant to this Section 2(a) hereof 2 is not filed by with the SEC prior to a Required Filing Date or declared effective by the SEC on or prior before the ninetieth (90th) day following a Required Filing Date (the "Registration Deadline") or (B) any Registration Statement required to one hundred and twenty be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (12060th) days from day following the Filing Dateapplicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after the any such Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company's failure to update the Registration Statement, Statement or for any other reason outside the control of the Investors) or (iii) the Common Stock is not listed or included for quotation on the OTC Bulletin Board (the "Bulletin Board"), Nasdaq National SmallCap Market (the "NASDAQSmallCap Market"), the Nasdaq SmallCap National Market (the "NASDAQ SMALLCAPNational Market"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") at any time after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsRegistration Deadline hereunder, then the Company will make payments to the Investors each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the then outstanding product of (i) the aggregate principal amount balance of the Notes then outstanding (andincluding, in the case of holders of Registrable Securitiesfor this purpose, the principal amount balance of any Notes from which that have been converted into Conversion Shares then held by such Registrable Securities were Investor as if such Notes had not been so converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined belowii) times the sum of: (iA) the number of months ten thousandths (prorated .010), for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty each thirty (12030) day period (or portion thereof) up to the one hundred eightieth (180th) day, and (B) fifteen thousandths (.015), for each thirty (30) day period (or portion thereof) from and after the one hundred eightieth (180th) day, (w) after a Required Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a) or 2(b), (x) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) or (b) is declared effective by the SEC, (y) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (z) during which sales of any Registrable Securities cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Bulletin Board, SmallCap Market, the National Market, NYSE or AMEX; provided, however, that that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by the Investors such Investor in the Registration Statement with respect to information relating to the Investorssuch Investor, including, without limitation, changes to the plan of distribution, or distribution (other than any corrections of Company mistakes with respect to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made information previously provided by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02such Investor). (For example, if the Registration Statement becomes effective one (1) month after the end of All such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not amounts required to be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts paid hereunder shall be paid in cash orwithin five (5) days after the end of each period that gives rise to such obligation, at the Company's optionprovided that, in shares of Common Stock priced at the Conversion Price if any such period extends for more than thirty (as defined in the Notes30) on days, interim payments shall be made for each such payment datethirty (30 day period.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty five (120105) days from the Filing Datedate of Closing, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBBOTC BB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date that the Registration Statement is filed or after the end of the aforementioned one hundred and twenty five (120105) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBOTC BB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datereceipt of the Investor Demand, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than October 31, 1997. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty before October 31, 1997 (120the "REGISTRATION DEADLINE") days from the Filing Dateor if, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) cannot be made pursuant to the Registration Statement, Statement (by reason of a stop order or the Company's failure to update the Registration Statement or any other reason outside the control of the Investors) or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq National Stock Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") at any time after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsRegistration Deadline, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the then outstanding product of (i) the aggregate principal amount of the Notes Debentures held by such Investor (andincluding, in the case of holders of Registrable Securitieswithout limitation, the principal amount of Notes from which Debentures that has been converted into Conversion Shares then held by such Registrable Securities were convertedInvestor) (the "OUTSTANDING PRINCIPAL AMOUNTAGGREGATE PRICE") multiplied by (ii) (x) one hundredths (.01), during that period beginning on that date which is ninety (90) days after the date hereof and ending on that date which is one hundred nineteen (119) after the date hereof, or (y) two hundredths (.02), during that period beginning on that date which is one hundred twenty (120) days after the date hereof, multiplied by the Applicable Percentage (as defined belowiii) times the sum of: (iy) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SECSEC and (z) the number of months (prorated for partial months) that sales of any Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on Nasdaq, the NYSE or AMEX; provided, however, however that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes is not effective one (1) month after by the end of such one hundred and twenty (120) day periodRegistration Deadline, the Company would pay $5,000 10,000 per month for each $250,000 1,000,000 of Outstanding Principal Amount. If thereafter, sales could Aggregate Price during the first ninety days following the Registration Deadline during which the Registration statement is not be made pursuant to effective and $20,000 per month for each $1,000,000 of Aggregate Price thereafter until the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amountbecomes effective.) Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of may be convertible into Common Stock priced at the Conversion Price "CONVERSION PRICE" (as defined in the NotesDebentures). Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such payment dateamounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article IV of the Debentures) beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such thirty (30) day period.

Payments by the Company. The Company shall use its best efforts to obtain If (i) at any time after effectiveness of the Registration Statement as soon as practicable. If (i) Statement, sales thereunder during the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities Period cannot be made pursuant to for any reason, other than by reason of the operation of Section 3.5, for a period of more than 10 consecutive business days, or 30 business days in the aggregate, during any 12-month period, (ii) at any time after effectiveness of the Registration Statement, sales thereunder during the Registration Period cannot be made by reason of the operation of Section 3.5 for a period of time that exceeds the limitations set forth in Section 3.5(b) or (iii) at any time after the Registrable Securities are listed in accordance with Section 3.8, the Common Stock is Shares are not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Overmore than an aggregate of 10 business days in any 12-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsmonth period, then the Company will thereafter make payments a payment to the Investors in such amounts and at such times each Investor as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity)set forth below. The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in payment made to each Investor will be equal to 1% of the case of holders of Registrable Securities, purchase price paid for the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied Common Shares purchased by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred Investor and twenty (120) day period and prior to the date the Registration Statement is declared effective not previously sold by the SEC, provided, however, Investor for each 30 business days that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of under the Company's failure to properly supplement effective Registration Statement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is Shares are not listed or included for quotation on the OTCBBNYSE (but any day on which both conditions exist shall count as a single day and no day taken into account for purposes of determining whether any payment is due under Section 2.4 or the amount of such payment shall be taken into account for purposes of determining whether any payment is due under this Section 2.3 or the amount of such payment). The number of shares not previously sold as specified in the previous sentence shall be determined as of the end of the respective 30-business day period. These payments will be prorated on a daily basis during the 30-business day period and will be paid to each Investor by check within five business days following the end of each month as to which payment is due hereunder, Nasdaqassuming that the respective Investor delivered to the Company at least two business days prior thereto information with respect to the number of Common Shares not previously sold by such Investor (together with reasonable supporting documentation). The Investors may make a claim for additional damages as a remedy for the Company's failure to comply with the timelines set forth in this Section, Nasdaq SmallCapbut acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any such damages exist or may exist. Notwithstanding the foregoing, NYSE or AMEX or that trading thereon is halted after if the Company has used its reasonable best efforts to avoid circumstances as a result of which sales cannot be made under the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if during the Registration Statement becomes effective one (1) month after Period or the end Common Shares are not listed or included for quotation on the NYSE, then the damages described above shall be the Investors' sole and exclusive remedy for damages arising out of such one hundred and twenty (120) day period, circumstances. Nothing contained in the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts preceding sentence shall be paid in cash or, at read to limit the Company's option, in shares ability of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment dateInvestors to seek specific performance of this Agreement.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement) (the "Effectiveness Deadline"), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the "pink sheets" or on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the "pink sheets," OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) sixty-day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of Common Stock priced at the Conversion Price (as defined in the NotesDebentures) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicablepracticable but in any event within one hundred twenty (120) days after the date of closing (the "CLOSING DATE") under the Securities Purchase Agreement (the "REGISTRATION DEADLINE"). If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing Date, Registration Deadline or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National SmallCap Market ("NASDAQ"), the Nasdaq SmallCap National Market ("NASDAQ SMALLCAPNMS"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) ), times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period Registration Deadline and prior to the date the such Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the any Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the any such Registration Statement pursuant to Section 3(h) below in a reasonably prompt mannermanner or other matters relating to the Investors or their manner of sale; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the any such Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay Delays (as defined in Section 3(f3(e)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCapNMS, NYSE or AMEX or that trading thereon is halted after the any such Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.declared

Payments by the Company. The Company shall use its best efforts cause the registration statement to obtain effectiveness of the Registration Statement become effective as soon as practicablepracticable after filing, but in no event later than the one hundred twentieth (120th) day following the Closing Date (the "REGISTRATION DEADLINE"). If (i) the Registration Statement(sregistration statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing DateRegistration Deadline or if, or (ii) after the Registration Statement registration statement has been declared effective by the SEC, sales of all of the Registrable Securities can(including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) are not be made permitted pursuant to the Registration Statement, registration statement (including by reason of a stop order or the Company's failure to update the registration statement) or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq National NASDAQ SmallCap Market ("NASDAQ"), the Nasdaq SmallCap NASDAQ National Market (the "NASDAQ SMALLCAPNNM"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") at any time after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsRegistration Deadline, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the then outstanding sum of (i) the aggregate principal amount of the Notes Debentures held by such Investor (andincluding, in the case of holders of Registrable Securitieswithout limitation, the principal amount of Notes from which Debentures that have been converted into Conversion Shares then held by such Registrable Securities were convertedInvestor) (the "OUTSTANDING PRINCIPAL AMOUNTAGGREGATE PURCHASE PRICE"), ) multiplied by two hundredths (.02) if the Applicable Percentage Registration Statement filed pursuant to Section 2(a) is not declared effective on or prior to the Registration Deadline plus (as defined belowii) times an amount equal to the sum of: Aggregate Purchase Price multiplied by two hundredths (i.02) the number of months for each full thirty (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (12030) day period and prior to the date thereafter that the Registration Statement is has not been declared effective or that sales are not permitted pursuant to the Registration Statement after it has been declared effective (including by reason of a stop order or the SECCompany's failure to update the registration statement) or that the Common Stock is not listed or included for quotation on NASDAQ, providedthe NYSE or AMEX (which amount shall not be pro rated for periods of less than thirty (30) days); PROVIDED, however, HOWEVER that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distributiondistribution and PROVIDED, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (includingFURTHER, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is aggregate amount payable to any Investor under this Section 2(c) shall not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths exceed ten percent (.02)10%) of such Investor's Aggregate Purchase Price. (For example, if the Registration Statement becomes is not effective one (1) month after by the end of such one hundred and twenty (120) day periodRegistration Deadline, the Company would pay $5,000 20,000 for each $250,000 1,000,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, Aggregate Purchase Price and the Company would pay an additional $5,000 20,000 for each $250,000 1,000,000 of Outstanding Principal Amount.Aggregate Purchase Price thereafter for each additional thirty (30) days the Registration Statement is not effective (up to a maximum of $100,000 for each $1,000,000 Aggregate Purchase Price)). Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of may be convertible into Common Stock priced at the Conversion Price "CONVERSION PRICE" (as defined in the NotesDebentures). Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days of the date on which such payment dateamounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article II of the Debentures), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed as contemplated by this Agreement with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date or if there is a Restricted Sale Date, then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (which remedy iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall not be exclusive determined as of any other remedies available at law or in equity). The Company each Computation Date (as defined below) and such amount shall pay to each holder of the Notes or Registrable Securities an amount be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the sum of: (i) Issued Principal Amount of all Debentures for the number of months (prorated for partial months) after period from the date following the relevant Required Filing Date or the end Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date (each such period, a "Computation Period"). The "Periodic Amount Percentage" means two percent (2) of the aforementioned one hundred Purchase Price of such Issued Principal Amount for each Computation Period (and twenty (120) day period and prior to the date the Registration Statement pro rata for any Computation Period which is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors less than thirty [30] days). Anything in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms preceding provisions of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and paragraph (iii) to the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBcontrary notwithstanding, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiverelevant Effective Date the Issued Principal Amount shall be deemed to refer to the sum of (X) the principal amount of all such Debentures not yet converted and (Y) the Held Shares Value for such Debentures. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleBy way of illustration and not in limitation of the foregoing, if the Registration Statement becomes is filed on or before the Required Filing Date, but is not declared effective one until seventy-five (175) month days after the end of such one hundred and twenty (120) day periodInitial Required Effective Date, the Company would pay $5,000 Periodic Amount will aggregate five percent (5%) of the Issued Principal Amount (2% for each $250,000 of Outstanding Principal Amount. If thereafterdays 1-30, sales could not be made pursuant to the Registration Statement plus 2% for an additional period of one (days 31-60, plus 1) month, the Company would pay an additional $5,000 % for each $250,000 of Outstanding Principal Amountdays 61-75).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Convertible Securities or Registrable Securities an amount equal to the sum of the then outstanding principal amount of the Notes and stated value of the Preferred Shares (and, in the case of holders of Registrable Securities, the principal amount or stated value (as applicable) of Notes Convertible Securities from which such Registrable Securities were converted) (collectively, "OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty ninety (12090) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use ----------------------- its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty five (120105) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-Over- the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty five (120105) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in proper form with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date or if there is a Restricted Sale Date, then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (which remedy iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall not be exclusive determined as of any other remedies available at law or in equity). The Company each Computation Date (as defined below) and such amount shall pay to each holder of the Notes or Registrable Securities an amount be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the sum of: (i) Purchase Price for all Debentures for the number of months (prorated for partial months) after period from the date following the relevant Required Filing Date or the end Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) two percent (2%) of the aforementioned one hundred Purchase Price of all Debentures for the first Computation Date after the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be: and twenty (120B) day period and prior three percent (3%) of the Purchase Price of all Debentures to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors each Computation Date thereafter. Anything in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms preceding provisions of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and paragraph (iii) to the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBcontrary notwithstanding, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiverelevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleBy way of illustration and not in limitation of the foregoing, if the Registration Statement becomes is filed on or before the Required Filing Date, but is not declared effective one until seventy-five (175) month days after the end of such one hundred and twenty (120) day periodInitial Required Effective Date, the Company would pay $5,000 Periodic Amount will aggregate eight percent (8%) of the Purchase Price of the Debentures theretofore issued (2% for each $250,000 of Outstanding Principal Amount. If thereafterdays 1-30, sales could not be made pursuant to the Registration Statement plus 3% for an additional period of one (1) monthdays 31-60, the Company would pay an additional $5,000 plus 3% for each $250,000 of Outstanding Principal Amountdays 61-75).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Datereceipt of the Investor Demand, subject to obtaining Stockholder Approval (as defined in the Securities Purchase Agreement) if necessary, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty before March 4, 2012 (120the “REGISTRATION DEADLINE”) days from the Filing Dateor, or (ii) if, after the Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities cannot be made pursuant to such Registration Statement because such Registration Statement has been suspended (by reason of a stop order or the Company’s failure to update the Registration Statement, Statement or (iiiotherwise) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one except as a result of the aforementioned marketsa permitted Suspension under Section 9, then the Company will make payments to the Investors Purchasers in such amounts and at such times as shall be determined pursuant to this Section 2(c) 2(B), as partial relief liquidated damages and not as a penalty for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be constitute the Purchasers exclusive of any other remedies available at law or in equitymonetary remedy). The Company shall pay to each holder of the Notes or Registrable Securities Purchaser an amount equal to the then outstanding principal amount product of (i) the aggregate purchase price of the Notes Shares then held by such Purchaser (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“AGGREGATE SHARE PRICE”), multiplied by the Applicable Percentage (as defined belowii) times the sum of: one hundredths (i.01), for each thirty (30) the number of months day period, (prorated for partial monthsA) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(A) is declared effective by the SEC, and (B) during which sales of any Registrable Securities cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective; provided, however, that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Purchasers) required by the Investors Purchasers in the Registration Statement with respect to information relating to the InvestorsPurchasers, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at within five (5) trading days after the Company's optionend of each thirty (30) day period that gives rise to such obligation. Notwithstanding the foregoing, in shares no event shall the Company be obligated to make payments hereunder (a) to more than one Purchaser in respect of Common Stock priced at the Conversion same Registrable Securities for the same period of time or (b) to any one Purchaser in an aggregate amount that exceeds 10% of the Aggregate Purchase Price paid by such Purchaser for such Shares. All liquidated damages hereunder shall apply on a daily pro-rata basis for any portion of a 30-day period prior to the cure of any of the events specified in (as defined in the NotesA) on such payment dateor (B) of this Section 2(B).

Payments by the Company. The Company shall use its best efforts to obtain If (i) at any time after effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SECStatement, sales of all of thereunder during the Registrable Securities registration period (as described in Section 5) cannot be made pursuant to for any reason, other than by reason of the operation of Section 2(b), for a period of more than 10 consecutive business days, (ii) at any time after effectiveness of the Registration Statement, sales thereunder during the Registration Period cannot be made for a period of time that exceeds the limitations set forth in Section 2(b), or (iii) at any time the Common Stock is Shares are not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") OTCBB or the American Stock Exchange (the "AMEX") after being so listed other exchange or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one market where shares of the aforementioned marketsCompany’s common stock are then traded for more than 10 consecutive calendar days, then the Company will thereafter make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay a payment to each holder Holder equal to 3% of the Notes or Registrable Securities an amount equal to purchase price paid for (1) the Common Shares and Warrants then outstanding principal amount held by the Holder and (2) Warrant Shares obtained upon exercise of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: Warrants for each 30 business days that either (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of under the Company's failure to properly supplement effective Registration Statement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iiiii) the number of months (prorated for partial months) that the Common Stock is Shares are not listed or included for quotation on the OTCBBOTCBB or other exchange or market where shares of the Company’s Common Stock are then traded; provided however, Nasdaq, Nasdaq SmallCap, NYSE that any calendar day on which both conditions exist shall count as a single calendar day and no calendar day taken into account for purposes of determining whether any payment is due under Section 2 (c)(ii) shall be taken into account for purposes of determining whether any payment is due under this Section 2(c)(i) or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiveamount of such payment). The term "APPLICABLE PERCENTAGE" means two hundredths Company shall have the option, in its sole discretion, to pay the partial liquidated damages amount for each of the first three months with additional shares of Common Stock, with the price of each such additional share of Common Stock to be deemed equal to average closing price per share of the Company’s Common Stock as quoted on the OTCBB for each such 30 business day period, or portion thereof. The number of Common Shares, Warrants and Warrant Shares held by a Holder shall be determined as of the end of the respective 30-business day period. In no event shall payment pursuant to this Section exceed 30% in the aggregate of the purchase price paid for (.02i) the Common Shares and Warrants then held by the Holder and (ii) Warrant Shares obtained upon exercise of the Warrants (including such Holder’s predecessors and successors) for the entire registration period (as described in Section 5). These payments will be prorated on a daily basis during the 30-business day period and will be paid to each Holder within ten business days following the end of each 30-business day period as to which payment is due hereunder provided that the respective Holder delivered to the Company at least two business days prior thereto information with respect to the number of Common Shares and Warrants not previously sold by such Holder (For exampletogether with reasonable supporting documentation). The Holders may make a claim for additional damages as a remedy for the Company’s failure to comply with the timelines set forth in this Section, but acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any such damages exist or may exist. Nothing contained in the preceding sentence shall be read to limit the ability of the Holders to seek specific performance of this Agreement. Notwithstanding the foregoing, if the Registration Statement becomes effective one Holders are no longer entitled to receive payments as a result of the above-described percentage limitation on said payments, then each Holder shall have the right, at any time upon at least thirty (130) month after calendar days written notice, to sell all (but not less than all) of its Registrable Securities (including without limitation Warrant Shares issued on exercise of the end of such one hundred and twenty (120Warrants) day period, to the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant a cash purchase price equal to the Registration Statement aggregate purchase price paid by the Holder (including such Holder’s predecessors and successors) through such date for an additional period of one such Registrable Securities (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount“Purchaser Investment”).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty five (120105) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty five (120105) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best reasonable efforts to obtain effectiveness of the cause each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to Section 2(a), in no event later than the ninetieth (90th) calendar day after the Closing Date (the "REGISTRATION DEADLINE"), and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the ninetieth (90th) day after the Uncovered Share Filing Deadline (the "UNCOVERED SHARE REGISTRATION DEADLINE"). If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC by the Filing Date Deadline or the Uncovered Share Filing Deadline, as applicable, or declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing DateRegistration Deadline or the Uncovered Share Registration Deadline, as applicable, or (ii) if, after the a Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included therein (except, in the case of the Initial Registration Statement, for Uncovered Shares which are the subject of an SEC Determination) cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred twentieth (120th) day following the Filing Date (the "Registration Deadline"). At the time of effectiveness, the Company shall ensure such Registration Statement covers 150% of the Registrable Securities issuable pursuant to the Notes and Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement as soon as practicableto increase the number of shares covered thereby). If (i) (A) the Registration Statement(s) covering the Registrable Securities Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed by with the SEC prior to the Filing Date or (B) such Registration Statement covering all of the Registrable Securities is not declared effective by the SEC on or prior to one hundred and twenty (120) days from before the Filing Date, Registration Deadline or (ii) if, after the such Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities required to be covered by such Registration Statement cannot be made pursuant to such Registration Statement (by reason of a stop order or otherwise the Registration Statement, Statement contains misstatements or omissions by reason of the Company's failure to update the Registration Statement or for any other reason outside the control of the Investors) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNNM"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPSmallCap"), the New York Stock Exchange (the "NYSE") or ), the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter OTC Bulletin Board (the "OTCBBBulletin Board") or ), at any equivalent replacement exchange prior to being listed or included for quotation on one of time after the aforementioned marketsRegistration Deadline hereunder, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the product of (i) the aggregate principal amount, plus accrued interest thereon, outstanding on Notes held by such Investor (including, without limitation, Notes that have been converted into Conversion Shares then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which held by such Registrable Securities were convertedInvestor) (the "OUTSTANDING PRINCIPAL AMOUNTAggregate Share Price"), multiplied by (ii) fifteen thousandths (.015), for the Applicable Percentage first thirty (as defined below30) times the sum of: day period (ior portion thereof) the number of months (prorated for partial monthsA) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement covering all of the Registrable Securities is declared effective by the SEC, and (C) during which sales of any Registrable Securities cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the NNM, SmallCap, NYSE, AMEX, or the Bulletin Board; and (iii) seventy-five hundreth thousandths (.0075) for each thirty (30) day period (or portion thereof) subsequent to the first thirty (30) day period (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement covering all of the Registrable Securities is declared effective by the SEC, and (C) during which sales of any Registrable Securities cannot be made pursuant to any said Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the NNM, Small Cap, NYSE, AMEX or the Bulletin Board; provided, however, that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously provided by the Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes covering all of the Registrable Securities is not effective one (1) month after by the end of such one hundred and twenty (120) day periodRegistration Deadline, the Company would pay $5,000 15,000 for the first thirty (30) day period and $7,500 for each subsequent thirty (30) day period thereafter with respect to each $250,000 1,000,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to Aggregate Share Price until the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amountbecomes effective.) Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of may be convertible into Common Stock priced at the "Conversion Price Price" (as defined in the Notes) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such payment dateamounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article III of the Notes), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such thirty (30) day period. Notwithstanding the foregoing, the aggregate amount of any payments to each Investor pursuant to the fourth sentence of this Section 2(c) shall not exceed an amount equal ten percent (10%) of each Investor's original aggregate principal amount of the Notes.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty within ninety (12090) days from after the Filing DateClosing Date or if, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq National Market System ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Preferred Stock or Registrable Registerable Securities an amount equal to the then outstanding principal amount of the Notes Preferred Stock (and, in the case of holders of Registrable Registerable Securities, the principal amount of Notes Preferred Stock from which such Registrable Registerable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTAggregate Share Price"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) such 90-day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this AgreementAgreement or otherwise for any reason outside the Investor's control, but excluding any days during an Allowed Delay Delays (as defined in Section 3(f))); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.halted

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in proper form with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date or if there is a Restricted Sale Date, then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (which remedy iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall not be exclusive determined as of any other remedies available at law or in equity). The Company each Computation Date (as defined below) and such amount shall pay to each holder of the Notes or Registrable Securities an amount be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the sum of: (i) Purchase Price for all Debentures for the number of months (prorated for partial months) after period from the date following the relevant Required Filing Date or the end Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) one percent (1%) of the aforementioned one hundred Purchase Price of all Debentures for the first Computation Date after the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be: and twenty (120B) day period and prior two percent (2%) of the Purchase Price of all Debentures to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors each Computation Date thereafter. Anything in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms preceding provisions of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and paragraph (iii) to the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBBcontrary notwithstanding, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiverelevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleBy way of illustration and not in limitation of the foregoing, if the Registration Statement becomes is filed on or before the Required Filing Date, but is not declared effective until one hundred sixty-five (165) days after the Closing Date, the Periodic Amount will aggregate five percent (5%) of the Purchase Price of the Debentures theretofore issued (1) month after the end of such one hundred and twenty (% for days 91-120) day period, the Company would pay $5,000 plus 2% for each $250,000 of Outstanding Principal Amount. If thereafterdays 121-150, sales could not be made pursuant to the Registration Statement plus 2% for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amountdays 151-175).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty five (120105) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or on the Pink Sheets (“Pink Sheets”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty five (120105) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Pink Sheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two one and one half hundredths (.02.015). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty five (120105) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall will use its best efforts to obtain effectiveness of have the Registration Statement as soon as practicablebecome effective with the SEC no later than 90 days from the closing of the purchase of the Preferred Shares (the "Closing"). If (i) the Registration Statement(s) Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) within 120 days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsclosing, then the Company will make payments to the Investors each holder of Registrable Securities (each, a "Holder") in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity2(b). The amount to be paid by the Company to the Holders shall pay to be determined as of each holder of the Notes or Registrable Securities an Computation Date, and such amount shall be equal to the then outstanding principal amount of the Notes (and, 1) in the case of holders the first Computation Date, two percent (2%) and (2) in the case of Registrable Securitieseach other Computation Date, three percent (3%), in each case of the principal amount of Notes from which such Registrable Securities were converted) aggregate subscription price paid by the Investor for the Shares pursuant to the Subscription Agreement (the "OUTSTANDING PRINCIPAL AMOUNTPeriodic Amount"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, ; provided, however, that there if any Computation Date is less than 30 days subsequent to another Computation Date, then the Periodic Amount payable on the later Computation Date shall be excluded from such period any delays which are solely attributable to changes required by prorated. The Periodic Amount shall be divided among all the Investors Holders in the Registration Statement with respect to information relating same proportion as each Holder's Registrable Securities bears to the Investors, including, without limitation, changes to the plan of distribution, or to the failure total of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the outstanding Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiveSecurities. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts Periodic Amount shall be paid by the Company within ten business days after each Computation Date and shall be payable in cash; provided, however, that the Company may elect in lieu of payment of any Periodic Amount in cash or, at to deliver to the Company's option, in Investor shares of Common Stock priced at having an Aggregate Market Value equal to the Conversion Price amount of the Periodic Amount if, but only if, (1) such shares are freely tradable by the Investor without any restriction under the Securities Act or any state securities or "blue sky" law and (2) after the issuance of such shares to Holder, the aggregate number of shares of Common Stock beneficially owned by the Holder (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as defined amended (the "Exchange Act")) would not exceed 4.9% of the outstanding shares of Common Stock. As used in this Section 2(b), the Notes) on such payment date.following terms shall have the following meanings:

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by in proper form with the SEC on the later of December 19, 1997 or prior to one hundred and twenty thirty (12030) days from the Closing Date (the "Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities is not effective within the earlier of (which remedy shall not a) five (5) days after notice by the SEC that it may be exclusive of any other remedies available at law declared effective or in equity). The Company shall pay to each holder of (b) ninety (90) days following the Notes or Registrable Securities an amount equal to Closing Date (the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTRequired Effective Date"), multiplied or after a Suspension Period (as defined below), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b), unless the delay in the Effective Date is caused by extensive requests for additional information or questions regarding the structure of the offering. (iii) The amount (the "Periodic Amount") to be paid by the Applicable Percentage Company to the Initial Investor shall be determined as of each Computation Date (as defined below) times and such amount shall be equal to (A) one-half of one percent (0.5%) of the sum of: purchase price paid by the Initial Investor (ithe "Purchase Price") for all Preferred Shares then purchased and outstanding pursuant to the number of months Securities Purchase Agreement for each seven calendar day period (prorated for partial monthsor part thereof) after from the date following the Required Filing Date or the end of Required Effective Date, as the aforementioned one hundred and twenty (120) day period and prior case may be, to the date on which the Registration Statement is filed (with respect to payments due as contemplated by Section 2(b)(i) hereof) or declared effective (with respect to payments due as contemplated by Section 2(b)(ii) hereof), or after a Suspension Period (as contemplated by Section 3(g) hereof), as the case may be. By way of illustration and not in limitation of the foregoing, if the Registration Statement is timely filed but is not declared effective until one hundred fifteen (115) days after the Closing Date, the Periodic Amount will aggregate two percent (2%) of the purchase price of the Preferred Shares (0.5% for each of days 91-97, 98-104, 105-111 and 112-115). (iv) Each Periodic Amount will be payable by the Company in cash or other immediately available funds to the Investor upon demand of the Investor. (v) The parties acknowledge that the damages which may be incurred by the Investor if the Registration Statement is not filed by the Required Filing Date or if the Registration Statement has not been declared effective by the SECRequired Registration Date may be difficult to ascertain. The parties agree that the Periodic Amount represent a reasonable estimate on the part of the parties, providedas of the date of this Agreement, howeverof the amount of such damages. (vi) Notwithstanding the foregoing, that there shall be excluded from such period any delays which are solely attributable to changes required the amounts payable by the Investors Company pursuant to this provision shall not be payable to the extent any delay in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review effectiveness of the Registration Statement pursuant occurs because of an act of, or a failure to Section 3(h) below act or to act timely by an Investor or its counsel, or any other person whose securities are included therein, or in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of event all of the Registrable Securities cannot may be made sold pursuant to Rule 144 or another available exemption under the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal AmountAct.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain If (i) at any time after effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SECStatement, sales of all of thereunder during the Registrable Securities registration period (as described in Section 5) cannot be made pursuant to for any reason, other than by reason of the operation of Section 2(c), for a period of more than 10 consecutive business days, (ii) at any time after effectiveness of the Registration Statement, sales thereunder during the Registration Period cannot be made for a period of time that exceeds the limitations set forth in Section 2(c), or (iii) at any time after the Registrable Securities are listed in accordance with Section 2(b)(viii), the Common Stock is not listed or included for quotation on the Nasdaq National Trading Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one where shares of the aforementioned marketsCompany’s common stock are then traded for more than 10 consecutive calendar days, then the Company will thereafter make payments to the Investors in such amounts and at such times a payment as shall be determined pursuant to this Section 2(c) as partial relief for the liquidated damages to each Holder as set forth below (payable in the Investors by reason of any such delay manner described in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equitySection 2(d)(ii) below for Late Registration Payment). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in payment made to each Holder will be equal to 2% of the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: purchase price paid for (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective Debentures then held by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required Holder and not previously converted into Registrable Securities and sold by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; Holder and (ii) the number of months (prorated for partial months) that sales of all Registrable Securities obtained upon conversion of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when Debentures for each 30 calendar days that sales cannot be made by reason of under the Company's failure to properly supplement effective Registration Statement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is Shares are not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE Trading Market where shares of the Company’s common stock are then traded (but any day on which both conditions exist shall count as a single day and no day taken into account for purposes of determining whether any payment is due under Section 2 (d)(ii) shall be taken into account for purposes of determining whether any payment is due under this Section 2(d)(i) or AMEX or that trading thereon is halted after the Registration Statement has been declared effectiveamount of such payment). The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if number of shares not previously sold as specified in the Registration Statement becomes effective one (1) month after previous sentence shall be determined as of the end of such one hundred and twenty (120) the respective 30-day period, . In no event shall payment pursuant to this Section exceed 30% in the aggregate of the purchase price paid for (i) the Debentures then held by the Holder and (ii) Registrable Securities obtained upon conversion of the Debentures (including such Holder’s predecessors and successors) for the entire registration period (as described in Section 5). These payments will be prorated on a daily basis during the 30-day period and will be paid to each Holder within ten business days following the end of each 30-day period as to which payment is due hereunder or provided that the respective Holder delivered to the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant at least two business days prior thereto information with respect to the Registration Statement principal amount of Debentures and number of Shares not previously sold by such Holder (together with reasonable supporting documentation). The Holders may make a claim for additional damages as a remedy for the Company’s failure to comply with the timelines set forth in this Section, but acknowledgement of such right in this Agreement shall not constitute an additional period of one (1) month, admission by the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts that any such damages exist or may exist. Nothing contained in the preceding sentence shall be paid in cash or, at read to limit the Company's option, in shares ability of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment dateHolders to seek specific performance of this Agreement.

Payments by the Company. The Company shall If (i) at any time after effectiveness of a Registration Statement, sales cannot be made thereunder during the Registration Period for any reason (including any suspension of the use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (iunder Section 3.6 hereof) for a period of more than 10 consecutive business days, or 30 days in the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Dateaggregate, during any 12-month period or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ")Nasdaq, the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") NYSE or the American Stock Exchange (the "AMEX") after being so listed or included AMEX for quotation, or (iv) the Common Stock ceases to be traded on the Overmore than an aggregate of 10 business days in any 12-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsmonth period, then the Company will thereafter make payments a payment (by wire transfer or check) to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) each Investor as partial relief compensation for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity)delay. The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in payment made to each Investor will be equal to 1% of the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage Outstanding Principal Amount (as defined belowhereinafter defined) times for the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, first month that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of under the Company's failure to properly supplement effective Registration Statement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, the NYSE or AMEX or AMEX, and 2% of the Outstanding Principal Amount for each month thereafter, continuing through the date that trading thereon is halted after sales can be made under the effective Registration Statement has been declared effectiveor the Common Stock is listed or included for quotation on Nasdaq, the NYSE or AMEX. The term "APPLICABLE PERCENTAGEOutstanding Principal Amount" means two hundredths for purposes of computing the amount of payment to be made to an Investor under Section 2.3 and Section 2.4 shall mean the sum of (.02)x) the principal amount of the then-outstanding Notes held by such Investor and (y) in the case of Registrable Securities issued upon exercise of the Warrants where payment of the warrant exercise price was made by surrender of the Notes purchased by such Investor and not previously sold by such Investor, the principal amount of the Notes surrendered upon such exercise. (For example, if the Registration Statement becomes effective one (1) month after These payments will be prorated on a daily basis for partial months and will be paid to each Investor by wire transfer or check within five business days following the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable, but in any event not later than the one-hundred twentieth (120th) day after the Closing Date with respect to the First Closing under the Securities Purchase Agreement (the "REGISTRATION DEADLINE"). If (i) the Registration Statement(s) Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one within one-hundred and twenty (120) days from after the Filing First Closing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Preferred Shares or Registrable Securities an amount equal to the stated value of the Preferred Shares then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount stated value of Notes Preferred Shares from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTAGGREGATE SHARE PRICE"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period Registration Deadline and prior to the date the Registration Statement is declared effective by the SEC; PROVIDED, provided, howeverHOWEVER, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this AgreementAgreement (including Section 3(b) hereof), but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.but

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by in proper form with the Filing Date or declared effective by the SEC Commission on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after if the Registration Statement has been declared effective by the SEC, sales of all of covering the Registrable Securities canis not be made pursuant effective on or prior to the Registration StatementRequired Effective Date, or (iiiunder the circumstances described in Section 3(f) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ")below, the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors Purchaser in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for The amount (the damages "Periodic Amount") to be paid by the Company to the Investors by reason Purchaser shall be determined as of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage Computation Date (as defined below) times and such amount, calculated on a monthly basis, shall be equal to (A) two percent (2%) of the sum of: purchase price paid by the Purchaser (ithe "Purchase Price") for all of the Units multiplied by the fraction the numerator of which shall be the number of months (prorated for partial months) after days from the date following the Required Filing Date Date, the Required Effective Date, or the end date that the provisions of Section 3(e) or 3(f) become applicable, as the case may be, to the first relevant Computation Date and the denominator of which shall be thirty (30), and (B) two percent (2%) of the aforementioned one hundred and twenty Purchase Price multiplied by the fraction the numerator of which shall be the number of days from the first (120or most recent, as applicable) day period and prior Computation Date to the date next succeeding Computation Date and the denominator of which shall be thirty (30). (iii) Each Periodic Amount shall be payable by the Company in cash or other immediately available funds to the Purchaser monthly, with demand therefor by the Purchaser. (iv) The parties acknowledge that the damages which may be incurred by the Purchaser if the Registration Statement is declared effective not filed by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleRequired Filing Date, if the Registration Statement becomes has not been declared effective one (1by the Required Effective Date, or if the provisions of Section 3(e) month after or 3(f) become applicable, may be difficult to ascertain. The parties agree that the end Periodic Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amountdamages.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Notes Debentures (and, in the case of holders of Registrable Securities, the principal amount of Notes Debentures from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTOutstanding Principal Amount"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGEApplicable Percentage" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to (A) obtain effectiveness of the Registration Statement as soon as practicable. , (B) exclusive of Allowed Delays, maintain the effectiveness of such Registration Statement and the ability of the Investors to sell Registrable Securities pursuant thereto, and (C) maintain the listing of the Common Stock for quotation on the Nasdaq, NYSE or AMEX and trading thereon after the Registration Statement has been declared effective If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty within ninety (12090) days from after the Filing Date, Closing Date or (ii) ), after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on any one or more of the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Preferred Stock or Registrable Securities an amount equal to the then outstanding principal amount face value of the Notes Preferred Stock (and"Purchase Price") multiplied by two hundredths (.020) (or, solely for the first month of any period of delay in the case initial effectiveness of holders the Registration Statement after the end of Registrable Securitiessuch 90-day period, the principal amount of Notes from which such Registrable Securities were converted) one hundredth ("OUTSTANDING PRINCIPAL AMOUNT".010), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) such 90-day period and prior to the date the Registration Statement is declared effective by the SEC, ; provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) exclusive of Allowed Delays (as defined below), the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); Agreement or when such prospectus otherwise contains a material misstatement or omission) and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) 90-day period, the Company would pay $5,000 10,000 for each $250,000 1,000,000 of Outstanding Principal AmountPurchase Price. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) monthmonth (exclusive of Allowed Delays), the Company would pay an additional $5,000 20,000 for each $250,000 1,000,000 of Outstanding Principal Amount.) Purchase Price. Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of may be convertible into Common Stock priced at the "Conversion Price Price" (as defined in the Notes) on such payment dateCertificate of Designation).

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing DateDate (as defined above), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE") ”), or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: of (if and to the extent applicable): (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and or (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty ninety (12090) days from the Filing Datedate of Closing (as defined in the Securities Purchase Agreement), or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"“Nasdaq”), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"“Nasdaq SmallCap”), the New York Stock Exchange (the "“NYSE"”) or the American Stock Exchange (the "“AMEX"”) after being so listed or included for quotationquotation after the date hereof, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "“OTCBB"”) or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"“Outstanding Principal Amount”), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty ninety (12090) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's ’s failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" “Applicable Percentage” means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty ninety (12090) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's ’s option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in proper form with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities (which remedy shall is not be exclusive effective by the relevant Required Effective Date or if the Investor is restricted from making sales of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an covered by a previously effective Registration Statement at any time (the date such restriction commences, a "Restricted Sale Date") after the Effective Date other than during a Permitted Suspension Period (as defined below), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below) and such amount shall be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the Purchase Price for all Preferred Stock for the period from the date following the relevant Required Effective Date or Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) two percent (2%) of the Purchase Price of all Preferred Stock to the first Computation Date and (B) two percent (2%) of the Purchase Price of all Preferred Stock to each Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the Effective Date, the Purchase Price for such Preferred Stock shall be deemed to refer to the sum of: of (iX) the number principal amount of months all Preferred Stock not yet converted and (prorated Y) the Held Shares Value (as defined below). The "Held Shares Value" means, for partial monthsshares acquired by the Investor upon a conversion within the thirty (30) after days preceding the Filing Date or Restricted Sale Date, but not yet sold by the end Investor, the principal amount of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, Preferred Stock converted into such Conversion Shares; provided, however, that there if the Investor effected more than one conversion during such thirty (30) day period and sold less than all of such shares, the sold shares shall be excluded deemed to be derived first from such period any delays which are solely attributable to changes required by the Investors conversions in the Registration Statement with respect to information relating to the Investorssequence of such conversions (that is, includingfor example, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) until the number of months (prorated for partial months) that sales shares from the first of such conversions have been sold, all shares shall be deemed to be from the first conversion; thereafter, from the second conversion until all such shares are sold). By way of illustration and not in limitation of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleforegoing, if the Registration Statement becomes is not declared effective until one hundred ninety-five (1195) month days after the end of such one hundred and twenty (120) day periodClosing Date, the Company would pay $5,000 Periodic Amount will aggregate six percent (6%) of the Purchase Price of the Preferred Stock theretofore issued (2% for each $250,000 of Outstanding Principal Amount. If thereafterdays 121-150, sales could not be made pursuant to the Registration Statement plus 2% for an additional period of one (1) monthdays 151-180, the Company would pay an additional $5,000 plus 2% for each $250,000 of Outstanding Principal Amountdays 181-195).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by within sixty (60) days after the Filing Closing Date or declared effective by the SEC on or prior to within one hundred and twenty (120) days from after the Filing DateClosing Date or if, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration StatementStatement (except as a result of an Allowed Delay (as defined in section 3(f)), or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall not have any obligation to pay to the Investors any amounts provided for in this Section 2(b) during an Allowed Delay. The Company shall pay to each holder of the Notes Preferred Stock or Registrable Registerable Securities an amount equal to the then outstanding principal amount Purchase Price under and as defined in the Securities Purchase Agreement paid in respect of the Notes such Preferred Stock (and, in the case of holders of Registrable Registerable Securities, the principal amount of Notes purchase price for the Preferred Stock from which such Registrable Registerable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNTAGGREGATE SHARE PRICE"), ) multiplied by the Applicable Percentage (as defined below) times the sum of: (i) multiplied by the number of months (without duplication), prorated for partial monthsmonths during (1) after which the Filing Date events described in clauses (i) or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months above have occurred and are continuing, (prorated for partial months2) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and , or (iii) the number of months (prorated for partial months3) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two 2 hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's Company"s option, paid in shares of Preferred Stock, calculated based on the Purchase Price applicable to such shares and thereafter be convertible into Common Stock priced at the Conversion Price "CONVERSION PRICE" (as defined in the NotesCertificate of Designation) on in accordance with the terms of the Preferred Stock. Any shares of Common Stock issued upon conversion of such payment dateamounts shall be Registrable Securities. Payments of cash pursuant hereto shall be made within ten (10) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such thirty (30) day period.

Payments by the Company. The Company shall use its best efforts to ----------------------- obtain effectiveness of the Registration Statement as soon as practicable, but in any event not later than the one hundred twentieth (120th) day after the Closing Date (the "Registration Deadline"). If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from by the Filing DateRegistration Deadline, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQNasdaq"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAPNasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes Preferred Shares or Registrable Securities an amount equal to the stated value of the Preferred Shares then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount stated value of Notes Preferred Shares from which such Registrable Securities were convertedconverted or the exercise price of the Investment Options and Warrants upon exercise of which such Registrable Securities were received, as applicable) ("OUTSTANDING PRINCIPAL AMOUNTAggregate Share Price"), ) multiplied by the Applicable Percentage three hundreths (as defined below.03) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period Registration Deadline and prior to the date the Registration Statement is declared effective by the SEC, ; provided, however, that there shall be excluded from such period any -------- ------- delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) during the Registration Period (as defined below) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this AgreementAgreement (including Section 3(b) hereof or otherwise), but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day periodthe Registration Deadline, the Company would pay $5,000 30,000 for each $250,000 1,000,000 of Outstanding Principal AmountAggregate Share Price. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 30,000 for each $250,000 1,000,000 of Outstanding Principal AmountAggregate Share Price.) Such amounts shall be paid in cash or, at the Companyeach Investor's option, in shares of Common Stock priced at may be added to the Conversion Price Amount (as defined in the NotesCertificate of Designation) of the Preferred Shares pursuant to Article VI.A(a) of the Certificate of Designation and thereafter be convertible into Common Stock at the "Conversion Price" (as defined in the Certificate of Designation) in accordance with the terms of the Preferred Shares. Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities, it shall so notify the Company in writing within two (2) business days of the date on which such payment dateamounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth in the Certificate of Designation), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such thirty (30) day period.

Payments by the Company. The Company shall use its reasonable best efforts to obtain effectiveness cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the ninetieth (90th) day following the date hereof. At the time of effectiveness, the Company shall ensure that such Registration Statement covers all of the Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement as soon as practicableto increase the number of Registrable Securities covered thereby. If (i) (A) the Registration Statement(s) covering the Registrable Securities Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed by with the SEC prior to the Filing Date or declared effective by the SEC on or prior before the ninetieth (90th) day following the date hereof (the "REGISTRATION DEADLINE") or (B) any Registration Statement required to one hundred and twenty be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (12060th) days from day following the Filing Dateapplicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after the any such Registration Statement has been declared effective by the SEC, sales of all any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company's failure to update the Registration Statement, Statement or for any other reason outside the control of the Investors) or (iii) the Common Stock is not traded, listed or included for quotation quotation, as applicable, on the Nasdaq National Market Over-the-Counter Bulletin Board (the "NASDAQOTC"), the Nasdaq SmallCap Market (the "NASDAQ SMALLCAPSMALLCAP MARKET"), the Nasdaq National Market (the "NATIONAL MARKET"), the New York Stock Exchange (the "NYSE") or ), the American Stock Exchange (the "AMEX") or some other national securities exchange or automated or electronic quotation system at any time after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned marketsRegistration Deadline hereunder, then the Company will make payments to the Investors each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities Investor an amount equal to the then outstanding principal amount product of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (ix) the number of months shares of Preferred Stock then outstanding (prorated including, for partial monthsthis purpose, any shares of Preferred Stock that have been converted into Conversion Shares then held by such Investor as if such shares of Preferred Stock had not been so converted) multiplied by the per share purchase price, multiplied by (y) one hundredth (.01), for each thirty (30) day period (or portion thereof) beginning the ninetieth (90th) day after the date hereof and ending on the one hundred and eightieth (180th) day after the date hereof, and two hundredths (.02) for each thirty (30) day period beginning the one hundred and eightieth (180th) day after the date hereof (or portion thereof) (A) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, provided, however, that in the event the SEC commences a review of the Registration Statement, the amount payable to each Investor pursuant to this Section 2(b)(x)(B) shall begin accruing on the one hundred and twentieth (120th), and not the ninetieth (90th), day after the date hereof, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not traded, listed or included for quotation, as applicable, on the OTC, the SmallCap Market, the National Market, NYSE, AMEX, or some other national securities exchange or automated or electronic quotation system; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by the Investors such Investor in the Registration Statement with respect to information relating to the Investorssuch Investor, including, without limitation, changes to the plan of distribution, or distribution (other than any corrections of Company mistakes with respect to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made information previously provided by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02such Investor). (For example, if the Registration Statement becomes effective one (1) month after the end of All such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not amounts required to be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts paid hereunder shall be paid in cash orwithin five days after the end of each period that gives rise to such obligation, at the Company's optionprovided that, in shares of Common Stock priced at the Conversion Price if any such period extends for more than thirty (as defined in the Notes30) on days, interim payments shall be made for each such payment date30 day period.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in accordance with the terms of this Agreement with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities (which remedy shall is not be exclusive of any other remedies available at law effective by the relevant Required Effective Date or in equity). The if there is a Restricted Sale Date, then the Company shall pay to each holder of the Notes or Registrable Securities an amount equal will make payments to the then outstanding principal Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (iii) The amount of (the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted"Periodic Amount") ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied to be paid by the Applicable Percentage Company to the Initial Investor shall be determined as of each Computation Date (as defined below) times and such amount shall be equal to one percent (1%) of the Purchase Price for the period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date, in each case prorated on a daily basis. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the Effective Date the Purchase Price shall be deemed to refer to the sum of: of the Purchase Price of (ix) the Purchased Shares, less (y) the number of months shares previously sold by the Investor pursuant to the Registration Statement. By way of illustration and not in limitation of the foregoing, if the Registration Statement is filed on a timely basis but is not declared effective until two hundred fifty-five (prorated for partial months255) days after the Closing Date, the Periodic Amount will aggregate two and one-half percent (2.5%) of the Purchase Price (1% for days 181-210, plus 1% for days 211-240, plus 0.5% for days 241-255). (iv) Upon demand therefor by the Investor, each Periodic Amount will be payable by the Company, in cash or other immediately available funds to the Investor (1) on the earlier of the thirty-first day after the Required Filing Date, the Required Effective Date or a Restricted Sale Date, as the end case may be, and (2) on the earlier of (A) each thirtieth day thereafter, (B) the aforementioned one hundred and twenty (120) third business day period and prior to after the date the Registration Statement is filed or is declared effective, or (C) the third business day after the Registration Statement has its restrictions removed after the relevant Effective Date, as the case may be. (v) The parties acknowledge that the damages which may be incurred by the Investor if the Registration Statement is not filed by the Required Filing Date or the Registration Statement has not been declared effective by a Required Effective Date, including if the SECright to sell Registrable Securities under a previously effective Registration Statement is suspended may be difficult to ascertain. The parties agree that the Periodic Amounts represent a reasonable estimate on the part of the parties, providedas of the date of this Agreement, howeverof the amount of such damages. (vi) Notwithstanding the foregoing, that there shall be excluded from such period any delays which are solely attributable to changes required the amounts payable by the Investors Company pursuant to this provision shall not be payable (A) to the extent any delay in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review filing of the Registration Statement pursuant occurs because of an act of, or a failure to Section 3(hact or to act timely by the Initial Investor or its counsel, or (B) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of event all of the Registrable Securities cannot may be made sold pursuant to Rule 144 or another available exemption under the Registration Statement after the Registration Statement has been declared effective (including, Act without limitation, when sales cannot be made by reason of the Company's failure to properly supplement volume or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed other restrictions or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amountlimits.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Payments by the Company. The Company shall use its best efforts to obtain effectiveness of (i) If the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed in proper form with the SEC by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Required Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments payment to the Investors Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c2(b). (ii) as partial relief for If the damages to the Investors by reason of any such delay in or reduction of their ability to sell Registration Statement covering the Registrable Securities (which remedy shall is not be exclusive effective by the relevant Required Effective Date or if the Investor is restricted from making sales of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an covered by any previously effective Registration Statement at any time (the date such restriction commences, a "Restricted Sale Date") after the relevant Effective Date other than during a Permitted Suspension Period (as defined below), then the Company will make payments to the Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below) and such amount shall be equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Periodic Amount Percentage (as defined below) times of the Purchase Price for all Debentures for the period from the date following the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) two percent (2%) of the Purchase Price for all the Debentures previously purchased for the period from the date following the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be, to the first relevant Computation Date, and (B) two percent (2%) of the Purchase Price of all Debentures to each Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the Effective Date the Purchase Price shall be deemed to refer to the sum of: of (iX) the number principal amount of months all Debentures previously purchased but not yet converted and (prorated Y) the Held Shares Value (as defined below). The "Held Shares Value" means, for partial monthsshares acquired by the Investor upon a conversion within the thirty (30) after days preceding the Filing Date or Restricted Sale Date, but not yet sold by the end Investor, the principal amount of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, Debentures converted into such Conversion Shares; provided, however, that there if the Investor effected more than one conversion during such thirty (30) day period and sold less than all of such shares, the sold shares shall be excluded deemed to be derived first from such period any delays which are solely attributable to changes required by the Investors conversions in the Registration Statement with respect to information relating to the Investorssequence of such conversions (that is, includingfor example, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) until the number of months (prorated for partial months) that sales shares from the first of such conversions have been sold, all shares shall be deemed to be from the first conversion; thereafter, from the second conversion until all such shares are sold). By way of illustration and not in limitation of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For exampleforegoing, if the Registration Statement becomes for the Registrable is timely filed but is not declared effective one until two hundred eighty-five (1285) month days after the end of such one hundred and twenty (120) day periodClosing Date, the Company would pay $5,000 Periodic Amount will aggregate six percent (6%) of the Purchase Price of the Debentures (2% for each $250,000 of Outstanding Principal Amount. If thereafterdays 211-240, sales could not be made pursuant to the Registration Statement plus 2% for an additional period of one (1) monthdays 241-270, the Company would pay an additional $5,000 plus 2% for each $250,000 of Outstanding Principal Amountdays 271-285).) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.