Common use of Purchase and Sale of Notes and Warrants Clause in Contracts

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereof.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One Million Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($1,000,000832,500) bearing interest at the rate of nine ten percent (910%) per annumannum increasing to twelve percent (12%) per annum on January 1, 2004, convertible into shares of the Company's common stock, $0.001 par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit EXHIBIT B (the "Notes"). Upon the following terms and conditions, each of the Purchasers shall be issued Series A Warrants, in substantially the form attached hereto as EXHIBIT C-1 (the "Series A Warrants"), and Series B Warrants, in substantially the form attached hereto as EXHIBIT C-2 (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase such number of shares of Common Stock set forth with respect to such Purchaser on EXHIBIT A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereof.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of One up to Six Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum6,000,000), convertible into shares of the Company's common stock, $0.001 par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B B-1 (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A A-7 Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "Series A A-7 Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twentyseventy-five percent (2575%) of the number of shares of Common Stock Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Note. The Warrants shall expire five Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (5as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance thereof.of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One up to Three Million Five Hundred Thousand Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum3,500,000), convertible into shares of the Company's ’s common stock, par value $0.001 par value per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "“Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A “Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five one hundred percent (25100%) of the number of shares of Common Stock Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Note’s Notes purchased pursuant to this Agreement as set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the issuance thereofClosing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, senior secured convertible demand promissory notes in the aggregate principal amount of One up to Eight Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum8,000,000), convertible into shares of the Company's ’s common stock, par value $0.001 par value per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "“Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "“Series A Warrants"”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares (as defined in Section 1.3 below) issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's ’s name on Exhibit A hereto, (ii) Series J Warrants, in substantially the form attached hereto at an exercise price per share as Exhibit C-2 (the “Series J Warrants”), to purchase the number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser, provided that such Purchaser purchases Notes for a purchase price equal to or greater than Two Million Dollars ($1.00 2,000,000) pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, and (iiiii) Series B Warrants, in substantially the form attached hereto as Exhibit D C-3 (the "“Series B Warrants" ” and, together with the Series A Warrants and the Series J Warrants, the "“Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five fifty percent (2550%) of the number of shares of Common Stock Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's Note’s name on Exhibit A hereto. The Warrants shall expire five (5) years following the issuance thereofClosing Date, except for the Series J Warrants, which shall expire nine (9) months following the Closing Date. Each of the Warrants shall have an exercise price per share equal to the Warrant Price (as defined in the applicable Warrant).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) zero coupon senior secured convertible promissory notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum2,428,160, convertible into shares of the Company's ’s common stock, $0.001 no par value per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "“Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "“Series A Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five one hundred percent (25100%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s Note calculated on the closing date at an exercise price per share equal to $.55 for a term of five (5) years following the Closing Date and (ii) Warrants, in substantially the form attached hereto as Exhibit C-2 (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s Note calculated on the closing date at an initial exercise price per share equal to $.75 for a term of five (5) years following the Closing Date. The number of shares of Common Stock issuable upon conversion exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereof’s name on Exhibit A attached hereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) Series A 9% senior secured convertible promissory notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum), convertible into shares of the Company's common stock, par value $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "Senior Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued issued: (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the a number of shares of Common Stock set forth opposite equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's name on Exhibit A attached hereto Senior Note at an exercise price per share equal to $1.00 the Warrant Price (as defined in the Series A Warrants) and a term of Five (5) years following the Closing Date; (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and"), together with to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Senior Note at an exercise price per share equal to the Warrant Price (as defined in the Series A B Warrants) and a term of Seven (7) years following the Effective Date (as defined in Section 1.4 hereof); and (iii) Series C Warrants, in substantially the form attached hereto as Exhibit E (the "Series C Warrants"), to purchase the a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Senior Note at an exercise price per share equal to the Warrant Price (as defined in the Series B Warrants) and a term of Ten (10) years following the Effective Date (as defined in Section 1.4 hereof); and The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereofhereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One up to Two Million Five Hundred Thousand Dollars ($1,000,0002,500,000.00) bearing interest at the rate of nine six percent (96%) per annum, convertible into shares of the Company's ’s common stock, $0.001 par value $.0001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "“Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "“Series A Warrants"”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of the Notes purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto at an exercise price per share equal to $1.00 hereto, and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "“Series B Warrants" and, ” and together with the Series A Warrants, the "“Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five fifty percent (2550%) of the number of shares of Common Stock issuable upon conversion of the Notes purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's Note’s name on Exhibit A attached hereto. The Warrants shall expire five have an exercise price equal to Warrant Price (5as defined in the respective Warrant) years following the issuance thereofand shall be exercisable as stated therein.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall shall, severally and not jointly, purchase from the Company, (i) 8% senior secured convertible promissory notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum2,292,459.00, convertible into shares of the Company's ’s common stockshares, $0.001 par value $0.01 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "“Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. The Company acknowledges that a portion of the Purchase Price (as defined below) shall be paid by certain Purchasers surrendering for cancellation certain bridge notes (the “Bridge Notes”) issued by the Company to such Purchasers. Each Purchaser that applies the principal amount and interest outstanding on the Bridge Notes to purchase the Notes shall receive Notes in an amount equal to one hundred twenty percent (120%) of the principal amount plus accrued and unpaid interest of such Bridge Note. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A “Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five fifty percent (2550%) of the number of shares of Common Stock Conversion Shares issuable upon conversion of such Purchaser's Note. The Warrants shall expire ’s Note at an exercise price per share equal to the Warrant Price (as defined in the Warrants) for a term of five (5) years following the issuance thereofClosing Date.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One up to Five Million Dollars ($1,000,0005,000,000) bearing interest at the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, par value $0.001 par value per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's ’s name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and hereto, (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's ’s name on Exhibit A attached hereto, and (iii) Series C Warrants, in substantially the form attached hereto as Exhibit E (the “Series C Warrants” and, together with the Series A Warrants and the Series B Warrants, the “Warrants”), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. For each $500,000 of Notes purchased pursuant to this Agreement, such Purchaser shall receive a Series A Warrant to purchase 300,000 shares of Common Stock at an exercise price per share equal of $2.90 and a Series B Warrant to purchase 300,000 shares of Common Stock at an exercise price per share of $1.253.50. Each Purchaser shall also be entitled to receive a Series A Warrants and Series B Warrants C Warrant to purchase a number of shares of Common Stock equal to twenty-five one hundred percent (25100%) of the number of shares of Common Stock Conversion Shares issuable upon conversion of such Purchaser's Note’s Note at an exercise price per share equal to the Conversion Price (as defined in the Notes). The Series A Warrants and the Series B Warrants shall expire five (5) years following the issuance thereofClosing Date and the Series C Warrants shall expire one (1) year following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company or Parent, as the case may be, shall issue and sell to the Purchasers, and the Purchasers shall each Purchaser shall, severally but not jointly, purchase from the CompanyCompany or Parent, senior secured convertible promissory notes as the case may be, on the Closing Date (i) a Note in substantially the aggregate principal amount of One Million Dollars form attached hereto as Exhibit B, and ($1,000,000ii) bearing interest at the rate of nine percent (9%) per annum, convertible into warrants to purchase shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B C (the "Notes"“Closing Date Warrants”), in each case as set forth opposite each such Purchaser’s name on Exhibit A hereto, for an aggregate purchase price to the Company from all Purchasers of $200,000 (the “Purchase Price”). In addition, the Company may request that the Purchasers purchase additional Notes in an amount up to $200,000 (the “Additional Notes”), which shall be purchased only in increments of $100,000, in substantially the form attached hereto as Exhibit B; provided that Purchasers shall be under no obligation to purchase such Notes. If Purchasers agree to purchase such Additional Notes, the Company will authorize the issuance to Purchasers of up to an amount as determined by the Company in its sole discretion of the Additional Notes. The Company Company, Parent and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereof.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchaserseach Purchaser, and the Purchasers each Purchaser shall purchase from the Company, senior secured convertible promissory notes in that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate principal amount gross proceeds to the Company of One Five Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "Notes"Cdn$5,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemption exemptions from securities registration afforded by Section 4(2) requirements of the U.S. United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D"), ) and/or upon such other exemption Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the registration prospectus filing requirements of the Securities Act as may be available with respect in Canada and pursuant to any or all of the investments to be made hereunderexemptions from provincial securities laws. (b) The Notes will be issued pursuant to the Trust Indenture, by and between the Company and Computershare Trust Company of Canada (the “Trustee”), in substantially the form attached hereto as Exhibit B (the "Trust Indenture"). (c) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Q Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"“Warrant Certificates”), each Warrant exercisable to purchase the number of shares acquire one share of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and the Exercise Price for a period of eighteen (ii18) Series B Warrants, in substantially months from the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereofClosing Date.

Purchase and Sale of Notes and Warrants. (a) Upon Subject to the following terms and conditionsconditions herein set forth, the Company shall agrees that it will issue and sell to the Purchaserseach of Xxxxxx, Midwest and the Purchasers shall purchase Xxxxx and each of Xxxxxx, Midwest and Xxxxx agrees that it will acquire from the Company, on the Closing Date, for the purchase price of $500,000, $500,000 and $700,000, respectively, the Company's fifteen percent (15%) senior secured subordinated convertible promissory notes in original principal amounts of $500,000, $500,000 and $700,000 each, respectively, in substantially the aggregate principal amount of One Million Dollars form attached hereto as Exhibit A ($1,000,000) bearing interest at together with any and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof, the rate of nine percent (9%) per annum"Notes"), which Notes shall initially be convertible into 913,417, 913,417 and 1,278,784 shares of Common Stock of the Company's common stock, respectively, constituting an aggregate of three and three tenths percent (3.30%) of the fully diluted Common Stock of the Company as of the date hereof. The holders of Notes will be entitled to the benefits of the Stockholders Agreement and the Registration Rights Agreement. (b) Subject to the terms and conditions herein set forth, the Company agrees that it will issue and sell to each of Xxxxxx, Midwest and Xxxxx, and each of Xxxxxx, Midwest and Xxxxx agrees that it will acquire from the Company, on the Closing Date, for the purchase price of $0, $0.001 par value per share 0 and $0, respectively, warrants of the Company representing the right to acquire 5,286,489, 5,286,489 and 7,401,084 shares of Common Stock of the Company each, respectively, constituting an aggregate of nineteen and four tenths of one percent (19.4%) of the "fully diluted Common Stock")Stock of the Company as of the date hereof, in substantially the form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrantsany and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof, the "Warrants"), to purchase the number . The holders of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall Warrants will be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) the benefits of the number Stockholders Agreement and the Registration Rights Agreement. (c) The Company and each Holder acknowledge that the purchase prices set forth above for each of shares of Common Stock issuable upon conversion of such Purchaser's Note. The the Notes and Warrants shall expire five (5) years following the issuance thereofrepresent their relative fair market values and agree to be bound by this allocation for all tax purposes pursuant to Treasury Regulation Section 1.1273-2(h).

Purchase and Sale of Notes and Warrants. Section 1.1 Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One up to Thirty Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum30,000,000), convertible into shares of the Company's common stock, par value $0.001 par value per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five fifty percent (2550%) of the number of shares of Common Stock Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Note’s Notes purchased pursuant to this Agreement as set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall expire five three (53) years following the issuance thereofClosing Date and shall have an exercise price per share equal to $6.00.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, senior 10% secured convertible promissory notes in the aggregate principal amount of up to Four Million One Million Hundred Thousand Dollars ($1,000,0004,400,000) bearing interest at (the rate of nine percent (9%) per annum“Purchase Price”), convertible into shares of the Company's common stock, $0.001 par value $.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "Notes"). Of such Purchase Price, the Company and the Purchasers agree that up to (i) One Million Six Hundred Twenty Five Thousand Dollars ($1,625,000) shall be paid by the exchange at the Closing of Eight Million One Hundred Twenty Five Thousand shares of the Common Stock (“May Offering Shares”) of the Company owned by the Purchasers designated on Exhibit A pursuant to the exchange and release agreement in substantially the form attached hereto as Exhibit J-1 (the “Exchange and Release Agreement”), (ii) Three Hundred Thousand Dollars ($300,000) shall be paid by the exchange at the Closing of a Promissory Note, dated August 16, 2006, of DataLogic Consulting, Inc., as heretofore amended, owned by the Purchaser designated on Exhibit A pursuant to the exchange and release agreement in substantially the form attached hereto as Exhibit J-2 (the “ DCI Note Exchange and Release Agreement”), and (ii) Eight Hundred Fifty Thousand ($850,000) shall be paid in cash at the Closing by the Purchasers designated on Exhibit A. Upon exchange of the May Offering Shares and additional investment of 50% of the May 2006 offering investors amount by such investors, an additional One Million Six Hundred Twenty Five Thousand Dollars ($1,625,000) in principal amount of Notes shall be issued to the May 2006 investors. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A Warrantsa Warrant, in substantially the form attached hereto as Exhibit C (the "Series A " Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five one hundred percent (25100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser’s Note on the date of issuance of such Note at an exercise price per share equal to $0.04 and for a term ending on the day of the month that is the third anniversary following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof) under the terms of the Registration Rights Agreement. The number of shares of Common Stock issuable upon conversion exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's Note’s name on Exhibit A attached hereto. The exercise price and number of Warrant Shares is subject to adjustment as set forth in the Warrants shall expire five with respect to certain events including stock splits, stock combinations and similar transactions, and certain adjustments, if applicable, upon the occurrence of a New Transaction (5) years following the issuance thereofas defined in Section 3.19).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) Series B 10% senior secured convertible promissory notes in the aggregate principal amount of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum850,000), convertible into shares of the Company's ’s common stock, par value $0.001 par value per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "“Senior Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued issued: (i) Series A D Warrants, in substantially the form attached hereto as Exhibit C (the "“Series A D Warrants"”), to purchase the a number of shares of Common Stock set forth opposite equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's name on Exhibit A attached hereto ’s Senior Note at an exercise price per share equal to $1.00 the Warrant Price (as defined in the Series D Warrants) and a term of Five (5) years following the Closing Date; (ii) Series B E Warrants, in substantially the form attached hereto as Exhibit D (the "“Series B E Warrants" and, together with the Series A Warrants, the "Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five one hundred percent (25100%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s Senior Note at an exercise price per share equal to the Warrant Price (as defined in the Series E Warrants) and a term of Seven (7) years following the Effective Date (as defined in Section 1.4 hereof); and (iii) Series F Warrants, in substantially the form attached hereto as Exhibit E (the “Series F Warrants”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s Senior Note at an exercise price per share equal to the Warrant Price (as defined in the Series F Warrants) and a term of Ten (10) years following the Effective Date (as defined in Section 1.4 hereof); and The number of shares of Common Stock issuable upon conversion exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereof’s name on Exhibit A attached hereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditionssubject to the conditions contained herein, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One Million Dollars four million, two hundred thousand dollars ($1,000,0004,200,000) (the "Purchase Price"), bearing interest at the a rate of nine six percent (96%) per annum, convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "Notes"). The Company outstanding principal amount of the Notes, together with all accrued and unpaid interest, shall be due and payable on or before the Maturity Date (as defined in the Notes) in cash; provided, however, that at any time while the Notes are outstanding and subject to any limitations or other provisions on conversion contained in the Notes, the Purchasers are executing shall have the option to convert the outstanding principal amount of such Notes plus any and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) all accrued but unpaid interest into such number of shares of common stock of the U.S. Securities Act of 1933Company, as amended, and the rules and regulations promulgated thereunder par value $.001 per share (the "Securities ActCommon Stock"), including Regulation D at a conversion price of thirty cents ("Regulation D"$.30) per share, subject to the conversion provisions in the Note; provided, further, however, that, if, at any time following the date hereof while the Notes are outstanding the average closing sale price of the Common Stock for the ten (10) trading days immediately prior to the date of conversion (as determined by the Bloomberg volume weighted average price function), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect is equal to or greater than forty cents ($0.40) per share, then, subject to any limitations or other provisions on conversion contained in the Notes, the Company shall have the option to convert the outstanding principal amount of such Notes plus any and all accrued but unpaid interest into such number of the investments to be made hereundershares of Common Stock, at a conversion price of thirty cents ($.30) per share. (b) Upon In consideration of and in express reliance upon the following representations, warranties, covenants, terms and conditionsconditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers agree to purchase the Notes. The closing under this Agreement (the "Closing") shall be issued take place at the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Avxxxx, Xxw Xxxx, Xxx Xxrk 10174 upon the satisfaction xx xxxx xx xxx xxxxxxxxxx xxx xxxxx xx Xxxxxons 4 and 5 hereof (the "Closing Date"). (c) As an inducement for the purchase of the Notes by the Purchasers, the Company shall issue and deliver to the Purchasers (pro rata in proportion to the Purchase Price paid by each Purchaser) certificates representing warrants (the "Warrants") to purchase shares of the Company's Common Stock (the "Warrant Shares") as follows: (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), Warrants to purchase the number of 9,367,646 shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price of forty cents ($0.40) per share equal to $1.00 and share, (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), Warrants to purchase the number of 9,367,646 shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price of thirty-five cents ($0.35) per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B share, (iii) Warrants to purchase a number of 9,367,646 shares of Common Stock equal at an exercise price of fifteen cents ($0.15) per share and (iv) Warrants to twenty-five percent purchase 9,367,646 shares of Common Stock at an exercise price of eleven cents (25%$0.11) per share. (d) On or prior to the Closing Date, each Purchaser shall fund its portion of the Purchase Price into an escrow account maintained by the law offices of Jenkens & Gilchrist Parker Chapin LLP, as escrow agent (the "Escrow Agent"). Xxxx xxxxsfxxxxxx xx xxxx of the conditions set forth in Sections 4 and 5 hereof and delivery of the Purchase Price to the Escrow Agent, the Escrow Agent shall promptly wire transfer the escrowed funds to an account designated by the Company pursuant to its written instructions. (e) The Company shall authorize and reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of authorized but unissued shares of Common Stock to effect the conversion, if any, of the Notes and the exercise of the Warrants. The shares of Common Stock issuable by the Company upon conversion of such Purchaser's Notethe Notes and all accrued but unpaid interest thereon are referred to herein as the "Conversion Shares". The Notes, Conversion Shares, Warrants shall expire five (5) years following and Warrant Shares are sometimes collectively referred to herein as the issuance thereof"Securities".

Purchase and Sale of Notes and Warrants. (a) Upon Subject to the following terms and conditionsconditions herein set forth, the Company shall agrees that it will issue and sell to the Purchaserseach of Heller, Xxxxxst and the Purchasers shall purchase Usdan, xxx xach of Heller, Xxxxxst and Usdan agrees that it will acquire from the Company, on the Closing Date, for the purchase price of $500,000, $500,000 and $700,000, respectively, the Company's fifteen percent (15%) senior secured subordinated convertible promissory notes in original principal amounts of $500,000, $500,000 and $700,000 each, respectively, in substantially the aggregate principal amount of One Million Dollars form attached hereto as Exhibit A ($1,000,000) bearing interest at together with any and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof, the rate of nine percent (9%) per annum"Notes"), which Notes shall initially be convertible into 913,417, 913,417 and 1,278,784 shares of Common Stock of the Company's common stock, respectively, constituting an aggregate of three and three tenths percent (3.30%) of the fully diluted Common Stock of the Company as of the date hereof. The holders of Notes will be entitled to the benefits of the Stockholders Agreement and the Registration Rights Agreement. (b) Subject to the terms and conditions herein set forth, the Company agrees that it will issue and sell to each of Heller, Xxxxxst and Usdan, xxx xach of Heller, Xxxxxst and Usdan axxxxx that it will acquire from the Company, on the Closing Date, for the purchase price of $0, $0.001 par value per share 0 and $0, respectively, warrants of the Company representing the right to acquire 5,286,489, 5,286,489 and 7,401,084 shares of Common Stock of the Company each, respectively, constituting an aggregate of nineteen and four tenths of one percent (19.4%) of the "fully diluted Common Stock")Stock of the Company as of the date hereof, in substantially the form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrantsany and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof, the "Warrants"), to purchase the number . The holders of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall Warrants will be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) the benefits of the number Stockholders Agreement and the Registration Rights Agreement. (c) The Company and each Holder acknowledge that the purchase prices set forth above for each of shares of Common Stock issuable upon conversion of such Purchaser's Note. The the Notes and Warrants shall expire five (5) years following the issuance thereofrepresent their relative fair market values and agree to be bound by this allocation for all tax purposes pursuant to Treasury Regulation ss.1.1273-2(h).

Purchase and Sale of Notes and Warrants. (a) Upon Subject to the following terms and conditionsconditions herein set forth, the Company shall agrees that it will issue and sell to the Purchaserseach of Heller, Midwest and Usdan, and the Purchasers shall purchase each of Heller, Midwest and Usdan xxxxxx that it will xxxxxre from the Company, on the Closing Date, for the purchase price of $500,000, $500,000 and $700,000, respectively, the Company's fifteen percent (15%) senior secured subordinated convertible promissory notes in original principal amounts of $500,000, $500,000 and $700,000 each, respectively, in substantially the aggregate principal amount of One Million Dollars form attached hereto as Exhibit A ($1,000,000) bearing interest at together with any and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof, the rate of nine percent (9%) per annum"Notes"), which Notes shall initially be convertible into 913,417, 913,417 and 1,278,784 shares of Common Stock of the Company's common stock, respectively, constituting an aggregate of three and three tenths percent (3.30%) of the fully diluted Common Stock of the Company as of the date hereof. The holders of Notes will be entitled to the benefits of the Stockholders Agreement and the Registration Rights Agreement. (b) Subject to the terms and conditions herein set forth, the Company agrees that it will issue and sell to each of Heller, Midwest and Usdan, and each of Heller, Midwest and Usdan agrees xxxx xt will acquire xxxx the Company, xx xxx Closing Date, xxx the purchase price of $0, $0.001 par value per share 0 and $0, respectively, warrants of the Company representing the right to acquire 5,286,489, 5,286,489 and 7,401,084 shares of Common Stock of the Company each, respectively, constituting an aggregate of nineteen and four tenths of one percent (19.4%) of the "fully diluted Common Stock")Stock of the Company as of the date hereof, in substantially the form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrantsany and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof, the "Warrants"), to purchase the number . The holders of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall Warrants will be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) the benefits of the number Stockholders Agreement and the Registration Rights Agreement. (c) The Company and each Holder acknowledge that the purchase prices set forth above for each of shares of Common Stock issuable upon conversion of such Purchaser's Note. The the Notes and Warrants shall expire five (5) years following the issuance thereofrepresent their relative fair market values and agree to be bound by this allocation for all tax purposes pursuant to Treasury Regulation ss.1.1273-2(h).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, senior (i) series B subordinated secured convertible promissory notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum3,622,142.86, convertible into shares of the Company's common stock, $0.001 par value $0.00001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 (the "Series B Notes"), and (ii) original issue discount series B subordinated secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of the aggregate principal amount of Series B Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", and together with the Series B Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A Z Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "Series A Z Warrants") and (ii) Series Y Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series Y Warrants" and, together with the Series Z Warrants, the "Warrants"), . The Series Z Warrants shall entitle each Purchaser to purchase the a number of shares of Common Stock equal to thirty-seven and one-half percent (37.5%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series B Note on the date of issuance of such Series B Note. The Series Y Warrants shall entitle each Purchaser to purchase a number of shares of Common Stock equal to two and one-half percent (2.5%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series B Note on the date of issuance of such Series B Note. The Series Z Warrants shall have an exercise price per share equal to $0.45 and the Series Y Warrants shall have an exercise price per share equal to $0.65. Each of the Warrants shall have a term of four (4) years following the effective date of the Registration Statement (as defined in Section 1.2 hereof) providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof). The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereofhereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) senior secured convertible promissory notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "“Notes"”) in the aggregate principal amount of up to Eight Million Five Hundred Thousand Dollars ($8,500,000), convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A Note Warrants, in substantially the form attached hereto as Exhibit C (the "Series A “Note Warrants"”), to purchase the a number of shares of Common Stock set forth opposite equal to one hundred percent (100%) of the number of Conversion Shares (as defined herein) immediately issuable upon conversion of such Purchaser's name on Exhibit A attached hereto ’s Note at an initial exercise price per share equal to $1.00 0.75 and a term of five (5) years following the initial Closing, and (ii) Series B Short-Term Warrants, in substantially the form attached hereto as Exhibit D (the "Series B “Short-Term Warrants" and, together ” and collectively with the Series A Note Warrants, the "“Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five up to one hundred percent (25100%) of the Purchase Price divided by 1.0 at an exercise price per share equal to $0.60 and a term expiring on the earlier of nine (9) months following registration of the underlying shares or five (5) years following the initial Closing. The number of shares of Common Stock issuable upon conversion exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereof’s name on Exhibit A attached hereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) 10% senior secured convertible promissory notes in the aggregate principal amount of One up to Eight Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum8,000,000), convertible into shares of the Company's common stock, par value $0.001 par value per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B B-1 (the "10% Notes"), and (ii) zero coupon senior secured convertible promissory notes in the aggregate principal amount of up to Four Hundred Thousand Dollars ($400,000), convertible into shares of the company’s Common Stock, in substantially the form attached hereto as Exhibit B-2 (the “Zero Coupon Note”, together with the 10% Notes, the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the a number of shares of Common Stock set forth opposite equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's name on Exhibit A attached hereto ’s 10% Note at an exercise price per share equal to $1.00 the Warrant Price (as defined in the Series A Warrants) and a term of three (3) years following the Closing Date; (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five fifty percent (2550%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s 10% Note at an exercise price per share equal to the Warrant Price (as defined in the Series B Warrants) and a term of two (2) years following the Effective Date (as defined in Section 1.4 hereof); and (iii) Series C Warrants, in substantially the form attached hereto as Exhibit E (the “Series C Warrants” and, together with the Series A Warrants and the Series B Warrants, the “Warrants”), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s 10% Note at an exercise price per share equal to the Warrant Price (as defined in the Series C Warrants) and a term of seven (7) years following the Closing Date. The Series C Warrants may only be exercised for a number of shares of Common Stock that is equal to the number of shares of Common Stock that are exercised pursuant to the Series B Warrants. The number of shares of Common Stock issuable upon conversion exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereof’s name on Exhibit A attached hereto.

Purchase and Sale of Notes and Warrants. (a) Upon Subject to the following terms and conditionsconditions herein set forth, the Company shall issue and hereby agrees to sell to the Purchasers, Purchasers and the Purchasers shall each Purchaser agrees to purchase from the CompanyCompany at the Closing (as defined below), senior secured convertible promissory notes (i) Notes in the amount set forth on the signature pages hereof below its name at 100% of principal amount; provided, however, that all such issuances of Notes (exclusive of Additional Notes which may be issued to satisfy interest payment Obligations) shall not result in originally issued Notes with an aggregate principal amount exceeding $28,000,000 and (ii) Warrants in the amount set forth on the signature pages hereof below its name for no additional consideration; provided, however, that total of all such Warrants shall not exceed 5.75% of the fully diluted common equity of the Company on the Date of Closing (as defined below). The Company will deliver to each Purchaser one or more Notes in the form attached as Exhibit A hereto registered in the name of such Purchaser (or its nominee), evidencing the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at Notes to be purchased by such Purchaser and in the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), denomination or denominations specified by such Purchaser and one or more Warrants in substantially the form attached hereto as Exhibit B hereto registered in the name of such Purchaser (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"or its nominee), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase evidencing the number of shares of Common Stock set forth opposite common stock of the Company to be issued upon exercise of the Warrants to be purchased by such Purchaser's name Purchaser and in the denomination or denominations specified by such Purchaser against payment of the purchase price thereof by transfer of immediately available funds on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrantsthe date of closing, in substantially the form attached hereto as Exhibit D which shall be June 25, 2002 (the "Series B Warrants" and, together with the Series A Warrants, Closing"; the "WarrantsDate of Closing"), to purchase accounts specified by the number Company in a funds flow memorandum to be delivered by the Company to the Purchasers not later than one Business Day prior to the Date of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal Closing. To the extent Additional Notes are issued, the Company will deliver to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) each then holder of the number of shares of Common Stock issuable upon conversion Notes the Additional Notes registered in the name of such Purchaser's Noteholder (or its nominee). The Warrants issuance of Additional Notes shall expire five (5) years following not require the issuance thereofof additional Warrants.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes (i) Series D 12% Senior Secured Convertible Promissory Notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum2,250,000, convertible into shares of the Company's ’s common stock, par value $0.001 par value per share (the "“Common Stock"” or “Conversion Shares”), in substantially the form attached hereto as Exhibit B (the "“Senior Secured Notes"” or “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued issued: (i) Series A J Warrants, in substantially the form attached hereto as Exhibit C (the "“Series A J Warrants"”), to purchase the a number of shares of Common Stock set forth opposite equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's name on Exhibit A attached hereto ’s Senior Secured Note at an exercise price per share equal to $1.00 the Warrant Price (as defined in the Series J Warrants) and a term of Three (3) years following the date of the applicable Closing Dates, as set forth in Section 1.2 below; and (ii) Series B K Warrants, in substantially the form attached hereto as Exhibit D (the "“Series B K Warrants" and, together with the Series A Warrants, the "Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five one hundred percent (25100%) of the number of shares of Common Stock Conversion Shares issuable upon conversion of such Purchaser's Note. The Warrants shall expire five ’s Senior Secured Note at an exercise price per share equal to the Warrant Price (as defined in the Series K Warrants) and a term of Five (5) years following the issuance thereofapplicable Closing Dates, as set forth in Section 1.2 below.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, senior secured subordinated ---------- convertible promissory notes in the aggregate principal amount of One up to Fifteen Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum15,000,000), convertible into shares of the Company's common stock, par value $0.001 par value per share (the "Common Stock"), in substantially the ------------ form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers --------- ----- are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D --------------- ("Regulation D"), and/or upon such other exemption from the registration ------------- requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "Series A Warrants"), ----------- ----------------- to purchase the number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 below) issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's name on Exhibit A hereto, (ii) Series B Warrants, in substantially the form attached ---------- hereto as Exhibit C-2 (the "Series B Warrants"), to purchase the number of ----------- ----------------- shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's name on Exhibit A hereto, (iii) Series J Warrants, in substantially ----------------- the form attached hereto as Exhibit C-3 (the "Series J Warrants"), to purchase ----------- ----------------- the number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser, as set forth opposite such Purchaser's name on Exhibit A hereto, --------- (iv) Series C Warrants, in substantially the form attached hereto as Exhibit C-4 ----------- (the "Series C Warrants"), to purchase the number of shares of Common Stock ------------------- equal to seventy-five percent (75%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 hereto, --------- and (iiv) Series B D Warrants, in substantially the form attached hereto as Exhibit D ------- C-5 (the "Series B D Warrants" and, together with the Series A Warrants, the --- ----------------- Series B Warrants, the Series J Warrants and the Series C Warrants, the "Warrants"), to purchase the number of shares of Common Stock equal to -------- seventy-five percent (75%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal hereto. --------- Notwithstanding the foregoing to $1.25. Each Purchaser the contrary, each of the Purchasers shall be entitled to receive issued Series A J Warrants, Series C Warrants and Series B D Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of only if such Purchaser's Noteaggregate investment in the Company is equal to or greater than $10,000,000 (including only such Purchaser's investment amount for the purchase of Notes pursuant to this Agreement plus such Purchaser's investment amount in the subordinated convertible note financing that closed on August 31, 2006). The Warrants shall expire five (5) years following the issuance thereofClosing Date, except for the Series J Warrants, which shall expire nine (9) months following the Closing Date. Each of the Warrants shall have an exercise price per share equal to the Warrant Price (as defined in the applicable Warrant).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, senior (i) series B subordinated secured convertible promissory notes in the aggregate principal amount of One up to Two Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum2,000,000), convertible into shares of the Company's common stock, $0.001 par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 (the "Series B Notes"), and (ii) original issue discount series B subordinated secured convertible promissory notes in the aggregate principal amount equal to forty percent (40%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series B Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A E-7 Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "Series A E-7 Warrants"), to purchase the a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series B Note on the date of issuance of such Note at an exercise price per share equal to $0.02 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date and (ii) Series F-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series F-4 Warrants" and, together with the E-7 Warrants, the "Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series B Note on the date of issuance of such Note at an exercise price per share equal to $0.03 on the Closing Date and a term of four (4) years following the effective date of the Registration Statement (as defined in Section 1.2 hereof). The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereofhereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One up to Ten Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum10,000,000), convertible into shares of the Company's common stock, par value $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit C (the "Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants). (c) Upon the following terms and conditions, the Purchasers shall also be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C D (the "Series A Warrants"), to purchase the a number of shares of Common Stock set forth opposite equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's name on Exhibit A attached hereto Notes purchased pursuant to this Agreement at an exercise price per share equal to $1.00 0.315 and a term of one (1) year following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined below); and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D E (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement at an exercise price per share equal to $0.63 and a term of five (5) years. The Series B Warrants may only be exercised for a number of shares of Common Stock that is equal to the number of shares of Common Stock that are exercised pursuant to the Series A Warrants. For purposes of this Agreement, all references to Warrants shall also include the Series A Warrants and the Series B Warrants. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five percent (25%) of the number of shares of Common Stock issuable upon conversion of such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereofhereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) senior secured convertible promissory notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "“Notes"”) in the aggregate principal amount of up to Eight Million Five Hundred Thousand Dollars ($8,500,000), convertible into shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A Note Warrants, in substantially the form attached hereto as Exhibit C (the "Series A “Note Warrants"”), to purchase the a number of shares of Common Stock set forth opposite equal to one hundred percent (100%) of the number of Conversion Shares (as defined herein) immediately issuable upon conversion of such Purchaser's name on Exhibit A attached hereto ’s Note at an initial exercise price per share equal to $1.00 0.75 and a term of five (5) years following the initial Closing, and (ii) Series B Short-Term Warrants, in substantially the form attached hereto as Exhibit D (the "Series B “Short-Term Warrants" and, together ” and collectively with the Series A Note Warrants, the "“Warrants"”), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to twenty-five up to one hundred percent (25100%) of the Purchase Price divided by 1.0 at an exercise price per share equal to $0.60 and a term expiring on the earlier of nine (9) months following registration of the underlying shares or five (5) years following the initial Closing. The number of shares of Common Stock issuable upon conversion exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's Note. The Warrants shall expire five (5) years following the issuance thereof’s name on Exhibit A attached hereto.