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

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, subordinated convertible promissory notes in the aggregate principal amount of up to One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) bearing interest at the rate of seven percent (7%) per annum, convertible into shares of the Company's common stock, par value $.001 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT B (the "Notes"), and warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT C (the "Warrants"), 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.

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, subordinated secured convertible promissory notes in the aggregate principal amount of up to One Million Hundred Sixty-Two Thousand Five Hundred Fifty Thousand Dollars ($1,250,000.00162,500.00) bearing interest at the rate of seven six percent (76%) per annum, convertible into shares of the Company's common stock, no par value $.001 per share (the "Common StockCOMMON STOCK"), in substantially the form attached hereto as EXHIBIT B (the "NotesNOTES"), and warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT C (the "WarrantsWARRANTS"), 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 ActSECURITIES ACT"), including Regulation D ("Regulation 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.

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, subordinated senior secured convertible promissory notes in the aggregate principal amount of up to One Two Million Two Hundred Fifty Thousand Dollars ($1,250,000.002,000,000.00) bearing interest at the rate of seven five percent (75%) per annum, convertible into shares of the Company's common stock, no par value $.001 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT Exhibit B (the "Notes"), and warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT Exhibit C (the "Warrants"), set forth with respect to such Purchaser on EXHIBIT 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.

Purchase and Sale of Notes and Warrants. Upon the --------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, subordinated convertible promissory notes in the aggregate principal amount of up to One Million Two Seven Hundred Fifty Thousand Dollars ($1,250,000.001,750,000.00) bearing interest at the rate of seven ten percent (710%) per annum, convertible into due April 17, 2002, in substantially the form attached hereto as Exhibit B (the "Notes") and warrants to purchase shares of the Company's common stock, ----- par value $.001 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT B (the "Notes"), and warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT Exhibit C (the "Warrants"), 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.

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, subordinated convertible promissory notes in the aggregate principal amount of up to One Three Million Two Hundred Fifty Thousand Dollars ($1,250,000.003,000,000.00) bearing interest at the rate of seven percent (7%) per annum, convertible into shares of the Company's common stock, par value $.001 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT Exhibit B (the "Notes"), and warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT Exhibit C (the "Warrants"), set forth with respect to such Purchaser on EXHIBIT 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 Regulations S ("Regulation DS"), 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.

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, subordinated secured convertible promissory notes in the aggregate principal amount of up to Two Million One Million Two Hundred Fifty Fifteen Thousand Dollars ($1,250,000.002,115,000) bearing interest at the rate of seven six percent (76%) per annum, convertible into shares of the Company's common stock, no par value $.001 per share (the "Common StockCOMMON STOCK"), in substantially the form attached hereto as EXHIBIT B (the "NotesNOTES"), and warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT C (the "WarrantsWARRANTS"), 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 ActSECURITIES ACT"), including Regulation D ("Regulation 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.

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, subordinated convertible promissory notes in the aggregate principal amount of up to One Three Million Two Hundred Fifty Thousand Dollars ($1,250,000.003,000,000.00) bearing interest at the rate of seven nine percent (79%) per annumannum for the first ninety (90) days after issuance, convertible into and twelve percent (12%) per annum thereafter, due April 13, 2002, in substantially the form attached hereto as Exhibit B (the "Notes") and warrants to purchase shares of the Company's common stock, par value $.001 per share (the "Common Stock"), in substantially the form attached hereto as EXHIBIT B (the "Notes"), and warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT Exhibit C (the "Warrants"), 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.

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, subordinated senior secured convertible promissory notes in the aggregate principal amount of up to One Two Million Two Eighty-Seven Thousand Five Hundred Fifty Thousand Dollars ($1,250,000.002,087,500.00) bearing interest at the rate of seven six percent (76%) per annum, convertible into shares of the Company's common stock, no par value $.001 per share (the "Common StockCOMMON STOCK"), in substantially the form attached hereto as EXHIBIT B (the "NotesNOTES"), and warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT C (the "WarrantsWARRANTS"), 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 ActSECURITIES ACT"), including Regulation D ("Regulation 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.

Purchase and Sale of Notes and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall each Purchaser shall, severally but not jointly, purchase from the Company, subordinated convertible promissory notes in the aggregate principal amount of up to One Million Two Hundred Fifty Thousand Dollars Company ($1,250,000.00i) bearing interest at the rate of seven percent (7%) per annum, convertible into shares of the Company's common stock, par value $.001 per share (the "Common Stock"), a Note in substantially the form attached hereto as EXHIBIT B (the "Notes")Exhibit B, and (ii) warrants to purchase shares of Common Stock, in substantially the form attached hereto as EXHIBIT Exhibit C (the "Warrants"), in each case as set forth with respect to opposite each such Purchaser Purchaser's name on EXHIBIT Exhibit A hereto, for an aggregate purchase price to the Company from all Purchasers of $3,500,000 (the "Purchase Price"). 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.