Common use of Purchase of Preferred Shares and Warrants Clause in Contracts

Purchase of Preferred Shares and Warrants. The Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such number of Preferred Shares, together with such number of Warrants as are issuable hereunder in connection therewith, for the aggregate purchase price (the "Purchase Price") of Five Million Dollars ($5,000,000). The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at one or more closings, the first of which is hereinafter referred to as the "First Closing." Each subsequent closing, if any, is hereinafter referred to as a "Subsequent Closing". The aggregate number of Preferred Shares to be issued at the First Closing is Three Thousand (3,000) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) for an aggregate purchase price of Three Million Dollars ($3,000,000) and the aggregate number of Preferred Shares to be issued at the Subsequent Closings, if any, is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Dollars ($2,000,000). At each Subsequent Closing, if any, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections 6 and 7 below, (i) at the First Closing, the Company shall issue and sell to the Buyer and the Buyer shall purchase from the Company 3,000 Preferred Shares and the Initial Closing Warrants for a price equal to $3,000,000 and (ii) at the Subsequent Closings, if any, the Company shall issue and sell to the Buyer and the Buyer shall purchase from the Company up to an aggregate of 2,000 Preferred Shares, together with the Additional Warrants issuable hereunder in connection therewith, for an aggregate price up to $2,000,000.

Purchase of Preferred Shares and Warrants. The On the terms and subject to the conditions set forth herein, the Company shall issue and sell to the Buyer and the Buyer agrees to shall purchase from the Company such number (i) 15,000 shares of Series B Preferred SharesStock (collectively, together with any Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Preferred Shares"), (ii) First Warrants to purchase shares of Common Stock at a price per share equal to 125% of the average of the closing bid prices for the Common Stock as reported by NASDAQ-NM (as defined herein), or on the principal securities market on which the Common Stock is then being traded (such number of Warrants closing bid price being hereinafter referred to as are issuable hereunder in connection therewiththe "Closing Bid Price"), for the aggregate five (5) consecutive Trading Days (as defined in the Statement with Respect to Shares) ending on the last Trading Day immediately prior to the Closing Date in respect of the First Closing and (iii) Second Warrants to purchase shares of Common Stock at a price (per share, subject to the "Purchase Price"antidilution protections contained in Sections 4(a)-(f) of Five Million Dollars the Warrants as if the Second Warrants had been issued at the First Closing, equal to 125% of the average of the closing bid prices for the Common Stock as reported by NASDAQ-NM, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, for the five ($5,000,0005) consecutive Trading Days ending on the last Trading Day immediately prior to the Second Warrant Issue Date (as defined below). The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at one or more in two (2) separate closings, the first of which is hereinafter referred to as the "First Closing." Each subsequent closing, if any, and the second of which is hereinafter referred to as a the "Subsequent Second Closing". The aggregate number of Preferred Shares to be issued at the First Closing is Three Thousand (3,000) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) for an aggregate purchase price of Three Million Dollars ($3,000,000) and the aggregate number of Preferred Shares to be issued at the Subsequent Closings, if any, is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Dollars ($2,000,000). At each Subsequent Closing, if any, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing. ." Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, below (iA) at the First Closing, the Company shall issue and sell to the Buyer and the Buyer shall purchase from the Company 3,000 Five Thousand (5,000) Preferred Shares and the Initial Closing First Warrants for a an aggregate purchase price equal to of Five Million Dollars ($3,000,000 5,000,000) and (iiB) at the Subsequent ClosingsSecond Closing, if anysubject to the penultimate sentence of this paragraph 1(a), the Company shall issue and sell to the Buyer and the Buyer shall purchase from the Company up to an aggregate of 2,000 Ten Thousand (10,000) Preferred Shares, together with the Additional Warrants issuable hereunder in connection therewith, Shares for an aggregate purchase price up of Ten Million Dollars ($10,000,000). On the later of (i) the Second Closing and (ii) the ninetieth (90th) day following the Closing Date (as defined below) in respect of the First Closing (such later date is referred to $2,000,000herein as the "Second Warrant Issue Date"), the Company shall issue to Buyer the Second Warrants. If the registration statement(s) (the "Registration Statement") filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement covering the resale of the Registrable Securities (as defined in the Registration Rights Agreement) has not been declared effective within 165 days of the filing of such Registration Statement, then, in such event, between 166 days after the filing of such Registration Statement and 256 days after such filing, the Buyer shall have the right, but shall not be obligated, to purchase the Ten Thousand (10,000) Preferred Shares issuable at the Second Closing. Notwithstanding the foregoing, if there shall occur any Mandatory Redemption Event (as defined in the Statement with Respect to Shares) prior to the Second Closing, the Company shall, on the date of such occurrence, issue to the Buyer, for no additional consideration, the Second Warrants.

Purchase of Preferred Shares and Warrants. The Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of shares of Series B Preferred SharesStock (collectively, together with such number of any Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "PREFERRED SHARES") and Warrants as are issuable hereunder in connection therewith, for at the aggregate purchase price (the "Purchase PricePURCHASE PRICE") of Five Million Dollars ($5,000,000)as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance, sale and purchase of the Preferred Shares and Initial Warrants shall take place at one or more closings, the first of which is hereinafter referred to as closing (the "First Closing." Each subsequent closing, if any, is hereinafter referred to as a CLOSING"Subsequent Closing". The aggregate number of Preferred Shares to be issued at the First Closing is Three Thousand (3,000) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) for an aggregate purchase price of Three Million Dollars ($3,000,000) and the aggregate number of Preferred Shares to be issued at the Subsequent Closings, if any, is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Dollars ($2,000,000). At each Subsequent Closing, if any, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company 3,000 the aggregate number of Preferred Shares and Initial Warrants which such Buyer is purchasing hereunder for the Initial Closing Warrants for a price equal Purchase Price. The aggregate number of Preferred Shares to $3,000,000 and (ii) be issued at the Subsequent Closings, if any, the Company shall issue and sell to the Buyer Closing is Six Thousand (6,000) and the Buyer shall purchase from aggregate number of Initial Warrants to be issued at the Company up to an aggregate of 2,000 Preferred Shares, together with the Additional Warrants issuable hereunder in connection therewith, Closing is One Hundred Thousand (100,000) for an aggregate purchase price up of Six Million Dollars ($6,000,000). Included in the Purchase Price payable by each Buyer shall be the right to $2,000,000receive the number of Additional Warrants set forth below such Buyer's name on the signature pages hereto in accordance with and subject to the terms of Section 8(l) below.

Purchase of Preferred Shares and Warrants. The On each Closing Date (as defined below), the Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of Preferred Shares, together with such number of Shares and Warrants as are issuable hereunder in connection therewith, for the aggregate purchase price with respect to such applicable Closing (as defined below) as is set forth immediately below such Buyer's name on the "Purchase Price") of Five Million Dollars ($5,000,000)signature pages hereto. The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at one or more closingstwo (2) closings (each a "CLOSING"), the first of which is hereinafter referred to as the "First Closing.FIRST CLOSING" Each subsequent closing, if any, and the second of which is hereinafter referred to as a the "Subsequent Closing". SECOND CLOSING." The aggregate number of Series B Preferred Shares to be issued at the First Closing is Three Five Thousand (3,0005,000) and the aggregate number of Initial Closing Series B Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) 388,500, for an aggregate purchase price of Three Five Million Dollars ($3,000,0005,000,000) (the "FIRST CLOSING PURCHASE PRICE") and the aggregate number of Series C Preferred Shares to be issued at the Subsequent Closings, if any, Second Closing is up to Two Five Thousand (2,0005,000) and the aggregate number of Series C Warrants to be issued at the Second Closing shall be determined by multiplying 50% by the quotient of $5,000,000 divided by the average of the Closing Bid Prices for the five (5) consecutive Trading Days ending one (1) Trading Day prior to the Closing Date (as defined below) with respect to the Second Closing, for an aggregate purchase price of Two Five Million Dollars ($2,000,000). At each Subsequent Closing5,000,000) (the "SECOND CLOSING PURCHASE PRICE" and, if anycollectively with the First Closing Purchase Price, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing"PURCHASE PRICE"). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company 3,000 the number of Series B Preferred Shares and Series B Warrants which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the Initial Closing Warrants for a price equal to $3,000,000 signature pages hereto and (ii) at the Subsequent Closings, if anySecond Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company up to an aggregate the number of 2,000 Series C Preferred Shares, together with Shares and Series C Warrants as is set forth below such Buyer's name on the Additional Warrants issuable hereunder in connection therewith, for an aggregate price up to $2,000,000signature pages hereto.

Purchase of Preferred Shares and Warrants. The On the Closing Date, the ----------------------------------------- Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of Closing Preferred Shares, together with such Shares and number of Closing Warrants as are issuable hereunder in connection therewith, for is set forth immediately below such Buyer's name on the aggregate purchase price (the "Purchase Price") of Five Million Dollars ($5,000,000)signature pages hereto. The issuance, sale and purchase of the Closing Preferred Shares and Closing Warrants shall take place at one or more closingsclosings (each a "Closing"), the first of which is hereinafter referred to as the "First Closing." Each subsequent closing, if any, is hereinafter referred to as a "Subsequent Closing". The At the First Closing, the Company shall issue an aggregate number of (i) 8,025 Closing Preferred Shares to be issued at the First Closing is Three Thousand and (3,000ii) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) purchase 743,056 shares of Common Stock, for an aggregate purchase price of Three Million Dollars $802,500 ($3,000,000) and the aggregate "First Closing Purchase Price"). At each subsequent Closing, the Company shall issue such number of additional Closing Preferred Shares and Closing Warrants as the Company and Buyers shall agree; provided, however that in no event shall the Company issue greater than an aggregate of (i) 40,000 Closing Preferred Shares and (ii) Closing Warrants to be issued at the Subsequent Closings, if any, is up to Two Thousand (2,000) purchase 4,000,000 shares of Common Stock for an aggregate purchase price (including the purchase price at the First Closing) of Two Million Dollars $4,000,000 ($2,000,000the "Purchase Price"). At each Subsequent Any issuance and sale subsequent to the First Closing shall be upon the same terms and conditions as those set forth in this Agreement and any Buyers at a subsequent Closing shall become parties to this Agreement and shall have the rights and obligations of the Buyers at the First Closing, if any, as provided in a supplemental investment agreement (which shall not require the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price joinder of the Common Stock on Buyers at the trading day immediately preceding such Subsequent First Closing) ("Supplemental Investment Agreement") between the Company and each of the Buyers at a subsequent Closing. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company 3,000 the number of Closing Preferred Shares and the Initial Closing Warrants for a price equal to $3,000,000 which such Buyer is purchasing hereunder and set forth below such Buyer's name on the signature page hereto and (ii) at the Subsequent Closings, if anyeach subsequent Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company up to an aggregate the number of 2,000 Closing Preferred Shares, together with Shares and Closing Warrants as such Buyer and the Additional Warrants issuable hereunder in connection therewith, for an aggregate price up to $2,000,000Company may agree.

Purchase of Preferred Shares and Warrants. The Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of shares of Preferred Shares, Stock (together with such number of Warrants any Preferred Stock issued in replacement thereof or as are issuable hereunder a dividend thereon or otherwise with respect thereto in connection therewithaccordance with the terms thereof, for the "PREFERRED SHARES") and Warrants, at the aggregate purchase price thereof (the "Purchase PricePURCHASE PRICE") of Five Million Dollars ($5,000,000)as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance, sale and purchase of the Preferred Shares and the Warrants shall take place at one or more closings, the first of which is hereinafter referred to as closing (the "First Closing." Each subsequent closing, if any, is hereinafter referred to as a CLOSING"Subsequent Closing". The aggregate number of Preferred Shares to be issued at the First Closing is Three Thousand (3,000) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) for an aggregate purchase price of Three Million Dollars ($3,000,000) and the aggregate number of Preferred Shares to be issued at the Subsequent Closings, if any, is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Dollars ($2,000,000). At each Subsequent Closing, if any, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the Buyer each Buyer, and the each Buyer shall purchase from the Company 3,000 Company, the aggregate number of Preferred Shares and Warrants which such Buyer is purchasing hereunder for the Initial Closing Warrants for a price equal Purchase Price. The aggregate number of Preferred Shares to $3,000,000 and (ii) be issued at the Subsequent Closings, if any, the Company Closing shall issue and sell to the Buyer be 4,500 and the Buyer aggregate number of One-Year Warrants and Year-Three Warrants to be issued at the Closing shall purchase from the Company up to an aggregate of 2,000 Preferred Sharesbe 315,000 and 135,000, together with the Additional Warrants issuable hereunder in connection therewithrespectively, for an aggregate purchase price up to of $2,000,0004,500,000.

Purchase of Preferred Shares and Warrants. The On each Closing ----------------------------------------- Date (as defined below), the Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of Closing Preferred Shares, together with such Shares and number of Closing Warrants as are issuable hereunder in connection therewith, for is set forth immediately below such Buyer's name on the aggregate purchase price (the "Purchase Price") of Five Million Dollars ($5,000,000)signature pages hereto. The issuance, sale and purchase of the Closing Preferred Shares and Closing Warrants shall take place at one or more closingstwo (2) closings (each a "Closing"), the first of which is hereinafter referred to as the "First Closing." Each subsequent closing, if any, and the second of which is hereinafter referred to as a the "Subsequent Second Closing". The ." At the First Closing, the Company shall issue an aggregate number of (i) Two Thousand Five Hundred (2,500) Closing Preferred Shares to be issued at the First Closing is Three Thousand and (3,000ii) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two purchase Nine Hundred Nine Thousand Ninety-One (200,000909,091) for an aggregate purchase price shares of Three Million Dollars ($3,000,000) and the aggregate number of Preferred Shares to be issued at the Subsequent ClosingsCommon Stock, if any, is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Five Hundred Thousand Dollars ($2,000,0002,500,000) (the "First Closing Purchase Price"). At each Subsequent the Second Closing, if anythe Company shall issue an aggregate of (i) Seven Thousand Five Hundred (7,500) Closing Preferred Shares and (ii) Closing Warrants to purchase Two Million Seven Hundred Twenty-Seven Thousand Two Hundred Seventy-Three (2,727,273) shares of Common Stock, for an aggregate purchase price of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the "Second Closing Purchase Price" and, collectively with the First Closing Purchase Price, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing"Purchase Price"). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company 3,000 the number of Closing Preferred Shares and the Initial Closing Warrants for a price equal to $3,000,000 which such Buyer is purchasing hereunder and set forth below such Buyer's name on the signature page hereto and (ii) at the Subsequent Closings, if anySecond Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company up to an aggregate the number of 2,000 Closing Preferred Shares, together with Shares and Closing Warrants as is set forth below such Buyer's name on the Additional Warrants issuable hereunder in connection therewith, for an aggregate price up to $2,000,000signature pages hereto.

Purchase of Preferred Shares and Warrants. The On the Closing Date, the ----------------------------------------- Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of Closing Preferred Shares, together with such Shares and number of Closing Warrants as are issuable hereunder in connection therewith, for is set forth immediately below such Buyer's name on the aggregate purchase price (the "Purchase Price") of Five Million Dollars ($5,000,000)signature pages hereto. The issuance, sale and purchase of the Closing Preferred Shares and Closing Warrants shall take place at one or more closingsclosings (each a "Closing"), the first of which is hereinafter referred to as the "First Closing." Each subsequent closing, if any, is hereinafter referred to as a "Subsequent Closing". The At the First Closing, the Company shall issue an aggregate number of (i) 6,500 Closing Preferred Shares to be issued at the First Closing is Three Thousand and (3,000ii) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) purchase 738,636 shares of Common Stock, for an aggregate purchase price of Three Million Dollars $650,000 ($3,000,000) and the aggregate "First Closing Purchase Price"). At each subsequent Closing, the Company shall issue such number of additional Closing Preferred Shares and Closing Warrants as the Company and Buyers purchasing Closing Preferred Shares and Closing Warrants shall agree; provided, however that in no event shall the Company issue greater than an aggregate of (i) 8,000 Closing Preferred Shares and (ii) Closing Warrants to be issued at purchase an aggregate of a number of shares of Common Stock equal to one-half of the Subsequent Closings, if any, is up to Two Thousand (2,000) number of shares of Common Stock issuable upon conversion of all of the Closing Preferred Shares for an aggregate purchase price (including the purchase price at the First Closing) of Two Million Dollars $800,000 ($2,000,000the "Purchase Price"). At each Subsequent The purchase price at any Closing is hereinafter referred to as the "Purchase Price." Any issuance and sale subsequent to the First Closing shall be upon the same terms and conditions as those set forth in this Agreement and any Buyers at a subsequent Closing shall become parties to this Agreement and shall have the rights and obligations of the Buyers at the First Closing, if any, as provided in a supplemental investment agreement (which shall not require the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price joinder of the Common Stock on Buyers at the trading day immediately preceding such Subsequent First Closing) ("Supplemental Investment Agreement") between the Company and each of the Buyers at a subsequent Closing. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company 3,000 the number of Closing Preferred Shares and the Initial Closing Warrants for a price equal to $3,000,000 which such Buyer is purchasing hereunder and set forth below such Buyer's name on the signature page hereto and (ii) at the Subsequent Closings, if anyeach subsequent Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company up to an aggregate the number of 2,000 Closing Preferred Shares, together with Shares and Closing Warrants as such Buyer and the Additional Warrants issuable hereunder in connection therewith, for an aggregate price up to $2,000,000Company may agree.

Purchase of Preferred Shares and Warrants. The Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of shares of Series E Preferred SharesStock (collectively, together with such any Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "PREFERRED SHARES") and number of Warrants as are issuable hereunder in connection therewith, for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "Purchase PricePURCHASES PRICES") of Five Million Dollars ($5,000,000)as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at one or more two (2) closings, the first of which is hereinafter referred to as the "First Closing." Each subsequent closing, if any, and the second of which is hereinafter referred to as a the "Subsequent Closing". SECOND CLOSING." The aggregate number of Preferred Shares to be issued at the First Closing is Three Eight Thousand (3,0008,000) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Three Hundred Fifty Thousand (200,000350,000) for an aggregate purchase price of Three Eight Million Dollars ($3,000,0008,000,000) and the aggregate number of Preferred Shares to be issued at the Subsequent Closings, if any, Second Closing is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Dollars ($2,000,000). At each Subsequent Closing, if any, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company 3,000 the number of Preferred Shares and Initial Warrants which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the Initial Closing Warrants signature pages hereto for a price equal to $3,000,000 eighty percent (80%) of the aggregate of the Purchase Prices and (ii) at the Subsequent Closings, if anySecond Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company up the aggregate number of Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for a price equal to an twenty percent (20%) of the aggregate of 2,000 Preferred Shares, together with the Additional Warrants issuable hereunder in connection therewith, for an aggregate price up to $2,000,000Purchase Prices.

Purchase of Preferred Shares and Warrants. The On each Closing Date (as defined below), the Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of Preferred Shares, together with such number of Shares and Warrants as are issuable hereunder in connection therewith, for the aggregate purchase price with respect to such applicable Closing (as defined below) as is set forth immediately below such Buyer's name on the "Purchase Price") of Five Million Dollars ($5,000,000)signature pages hereto. The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at one or more closingstwo (2) closings (each, a "CLOSING"), the first of which is hereinafter referred to as the "First Closing.FIRST CLOSING" Each subsequent closing, if any, and the second of which is hereinafter referred to as a the "Subsequent Closing". SECOND CLOSING." The aggregate number of Preferred Shares to be issued at the First Closing is Three Four Thousand (3,000) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Hundred Thousand (200,0004,000) for an aggregate purchase price of Three Four Million Dollars ($3,000,0004,000,000) (the "FIRST CLOSING PURCHASE PRICE") and the aggregate number of Preferred Shares to be issued at the Subsequent Closings, if any, Second Closing is up to Two Six Thousand (2,0006,000) for an aggregate purchase price of Two Six Million Dollars ($2,000,0006,000,000) (the "SECOND CLOSING PURCHASE PRICE" and, collectively with the First Closing Purchase Price, the "PURCHASE PRICE "). At each Subsequent Closing, if any, the Preferred Shares will The aggregate number of First Closing Warrants to be issued with such at the First Closing is 100,000 and the aggregate number of Additional Second Closing Warrants equal to be issued at the amount invested at each Subsequent Second Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closingis 150,000. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company 3,000 the number of Preferred Shares and the Initial First Closing Warrants for a price equal to $3,000,000 which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto and (ii) at the Subsequent Closings, if anySecond Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company up to an aggregate the number of 2,000 Preferred Shares, together with Shares and Second Closing Warrants as is set forth below such Buyer's name on the Additional Warrants issuable hereunder in connection therewith, for an aggregate price up to $2,000,000signature pages hereto.

Purchase of Preferred Shares and Warrants. The Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such number of Preferred Shares, together with such number of Warrants as are issuable hereunder in connection therewith, for the aggregate purchase price (the "Purchase Price") of Five Million Dollars ($5,000,000). The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at one or more closings, the first of which is hereinafter referred to as the "First Closing." Each subsequent closing, if any, is hereinafter referred to as a "Subsequent Closing". The aggregate number of Preferred Shares to be issued at the First Closing is Three Thousand (3,000) and the aggregate number of Initial Closing Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) for an aggregate purchase price of Three Million Dollars ($3,000,000) and the aggregate number of Preferred Shares to be issued at the Subsequent Closings, if any, is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Dollars ($2,000,000). At each Subsequent Closing, if any, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections 6 and 7 below and subject to the provisions of Section 1(e) below, (i) at the First Closing, the Company shall issue and sell to the Buyer each Buyer, and the Buyer shall each Buyer, severally, but not jointly, agrees to purchase from the Company 3,000 on the Closing Date (as defined below), (i) that aggregate number of Preferred Shares and as is forth opposite such Buyer’s name in column (3) of the Initial Closing Warrants for a price equal Schedule of Buyers attached hereto, as may be adjusted pursuant to $3,000,000 this Section 1(a), and (ii) Warrants representing the right to acquire up to that number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers attached hereto, as may be adjusted pursuant to this Section 1(a) (the “Closing”). Notwithstanding anything to the contrary set forth in the Schedule of Buyers attached hereto or elsewhere in this Agreement, the Lead Investor may, in its sole and absolute discretion, at any time prior to the Subsequent Closingssecond (2nd) Business Day immediately preceding the Closing Date deliver a written notice to the Company (the “Lead Investor Allocation Notice”) requiring the Company to increase the number of Preferred Shares and related Warrants being offered and sold under this Agreement on the Closing Date by a number not to exceed 15,000 Preferred Shares (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Company’s preferred stock occurring after the date hereof) and related number of Warrants (the “Available Additional Allocation”). If the Company receives a Lead Investor Allocation Notice, it shall promptly, but in any event not later than the same Business Day of the delivery to the Company of the Lead Investor Allocation Notice, deliver a written notice (the “Additional Allocation Notice”) to each of the Buyers to offer for sale to the Buyers (the “Additional Allocation Offer”), Preferred Shares and related Warrants up to the Available Additional Allocation on a pro rata basis among the Buyers based on the number of Preferred Shares set forth opposite each Buyer’s name in column (3) of the Schedule of Buyers attached hereto (the “Basic Allocation”) and, with respect to each Buyer that elects to purchase its entire Basic Allocation, any additional portion of the Available Additional Allocation attributable to the Basic Allocations of the other Buyers as each such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Allocations (the “Undersubscription Amount”), which process shall be repeated until the Buyers shall have an opportunity to subscribe for any remaining Undersubscription Amount. To accept the Additional Allocation Offer, in whole or in part, each Buyer must deliver a written notice to the Company (each, a “Buyer Allocation Notice”) prior to the end of the Business Day after such Buyer’s receipt of the Additional Allocation Notice, setting forth the portion of such Buyer’s Basic Allocation that such Buyer elects to purchase and, if a Buyer elects to purchase all of its Basic Allocation, the Undersubscription Amount, if any, that such Buyer elects to purchase. Upon receipt of one or more Buyer Allocation Notice(s), if any, the Company shall be required to issue and sell on the Closing Date to each such Buyer who has delivered a Buyer Allocation Notice pursuant to the immediately preceding sentence, such additional Preferred Shares and related Warrants indicated on such Buyer’s Buyer and Allocation Notice in accordance with the provisions of this Section 1(a). In addition to the Purchase Price (as defined in Section 1(b)) set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers attached hereto, each Buyer shall purchase from pay an additional $850 for each additional Preferred Share and related Warrants to be purchased by such Buyer at the Company up Closing that is not listed opposite such Buyer’s name in columns (3) and (4) of the Schedule of Buyers attached hereto. The Warrants related to an aggregate any additional Preferred Shares to be purchased pursuant to this Section 1(a) shall be in the same proportion as the Warrants related to the Preferred Shares set forth in the Schedule of 2,000 Preferred SharesBuyers attached hereto. As used herein, together with the Additional Warrants issuable hereunder “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in connection therewith, for an aggregate price up The City of New York are authorized or required by law to $2,000,000remain closed.

Purchase of Preferred Shares and Warrants. The On each Closing Date (as defined below), the Company shall issue and sell to the each Buyer and the each Buyer severally agrees to purchase from the Company such number of Preferred Shares, together with such Shares and number of Warrants as are issuable hereunder in connection therewith, for the aggregate purchase price with respect to such applicable Closing (as defined herein) as is set forth immediately below such Buyer's name on the "Purchase Price") of Five Million Dollars ($5,000,000)signature pages hereto. The issuance, sale and purchase of the Preferred Shares Shares, Series C Warrants and Series D Warrants shall take place at one or more closingstwo (2) closings (each a "CLOSING"), the first of which is hereinafter referred to as the "First Closing.FIRST CLOSING" Each subsequent closing, if any, {MI571764;1} 3 and the second of which is hereinafter referred to as a the "Subsequent SECOND CLOSING." At the First Closing". The , the Company shall issue an aggregate number of (i) Twelve Thousand (12,000) Series C Preferred Shares and (ii) Series C Warrants to be issued purchase One Hundred Eighty-One Thousand One Hundred Thirty-Two (181,132) shares of Common Stock, for an aggregate purchase price of Twelve Million Dollars ($12,000,000) (the "FIRST CLOSING PURCHASE PRICE"). At the Second Closing, which shall occur no later than July 31, 2001, the Company may, at its option (the First Closing is "SECOND CLOSING OPTION"), within three (3) business days of the satisfaction of the conditions set forth in Section 7(b), issue an aggregate of (i) Three Thousand (3,000) Series D Preferred Shares and the (ii) Series D Warrants to purchase an aggregate number of Initial shares of Common Stock determined by multiplying twenty percent (20%) by the quotient equal to $3,000,000 divided by the lesser of (A) the average of the Closing Warrants Bid Prices for the three (3) consecutive Trading Days ending one Trading Day prior to be issued at the First Closing is Two Hundred Thousand Date with respect to the Second Closing and (200,000B) $16.08, for an aggregate purchase price of Three Million Dollars ($3,000,000) and (the aggregate number of Preferred Shares to be issued at "SECOND CLOSING PURCHASE PRICE" and, collectively with the Subsequent Closings, if any, is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Dollars ($2,000,000). At each Subsequent Closing, if anyFirst Closing Purchase Price, the Preferred Shares will be issued with such number of Additional Warrants equal to the amount invested at each Subsequent Closing (but not more than $1,000,000 in the aggregate) divided by the closing bid price of the Common Stock on the trading day immediately preceding such Subsequent Closing"PURCHASE PRICE"). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company 3,000 the number of Series C Preferred Shares and Series C Warrants which such Buyer is purchasing hereunder and set forth below such Buyer's name on the Initial Closing Warrants for a price equal to $3,000,000 signature page hereto and (ii) if the Company elects to exercise the Second Closing Option in writing within two (2) business days of the conditions set forth in Section 7(b), at the Subsequent Closings, if anySecond Closing, the Company shall issue and sell to the each Buyer and the each Buyer shall purchase from the Company up the number of Series D Preferred Shares and Series D Warrants as is set forth below such Buyer's name on the signature pages hereto. If the conditions to an aggregate the Second Closing set forth in Section 7(b) are satisfied, and the Company elects not to exercise the Second Closing Option within two (2) business days of 2,000 Preferred Sharesthe satisfaction of such condition, together with the Additional Company shall issue Second Closing Termination Warrants issuable hereunder in connection therewith, for an aggregate price up to purchase a number of shares equal to twenty percent (20%) multiplied by the quotient equal to $2,000,000750,000 divided by the Implied Closing Price at an exercise price equal to the Implied Closing Price multiplied by 1.35.

Purchase of Preferred Shares and Warrants. The Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7(a) below, the Company shall issue and sell to the each Initial Buyer and the each Initial Buyer severally agrees to purchase from the Company such number of Preferred Shares, together with such number of Warrants as are issuable hereunder in connection therewith, for the aggregate purchase price (the "Purchase Price") of Five Million Dollars ($5,000,000). The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at one or more closings, the first of which is hereinafter referred to as the "First Closing." Each subsequent closing, if any, is hereinafter referred to as a "Subsequent Closing". The aggregate number of Preferred Shares to be issued at the First Closing is Three Thousand (3,000) and the aggregate respective number of Initial Closing Preferred Shares set forth opposite such Initial Buyer's name on the Schedule of Buyers, along with Initial Warrants to be issued at the First Closing is Two Hundred Thousand (200,000) for an aggregate purchase price of Three Million Dollars ($3,000,000) and the aggregate acquire that number of shares of Common Stock for each Initial Preferred Shares to be issued at the Subsequent Closings, if any, is up to Two Thousand (2,000) for an aggregate purchase price of Two Million Dollars ($2,000,000). At each Subsequent Closing, if any, the Preferred Shares will be issued with such number of Additional Warrants Share purchased equal to the amount invested at each Subsequent Closing quotient of (but not more than i) $1,000,000 in the aggregate) 300 divided by (ii) the closing bid price arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive trading day days immediately preceding such Subsequent the Initial Closing Date (the "Initial Closing"). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections 6 and 7 7(b) below, (i) at the First Closing, the Company shall issue and sell to the each Second Buyer and the each Second Buyer shall severally agrees to purchase from the Company 3,000 the respective number of Second Preferred Shares and set forth opposite such Second Buyer's name on the Schedule of Buyers, along with Second Warrants to acquire that number of shares of Common Stock for each Second Preferred Share purchased equal to the quotient of (x) $300 divided by (y) the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive trading days immediately preceding the Initial Closing Warrants for a price equal to $3,000,000 Date (the "Second Closing," and (ii) at collectively with the Subsequent Closings, if anyInitial Closing, the Company shall issue and sell to "Closings"). The purchase price (the Buyer "Purchase Price") of each Preferred Share and the Buyer related Warrants at each of the Closings shall purchase from the Company up to be an aggregate of 2,000 Preferred Shares$1,000. "Business Day" means any day other than Saturday, together with Sunday or other day on which commercial banks in the Additional Warrants issuable hereunder in connection therewith, for an aggregate price up City of New York are authorized or required by law to $2,000,000remain closed.