Common use of Purchase Clause in Contracts

Purchase. Upon the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and subject otherwise convey to the conditions of this AgreementFunding (collectively, the Buyer hereby agrees “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to purchase from and under the CompanyReceivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the Company hereby agrees close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the BuyerUCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Capital One and purchased by Funding on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long as in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) the Company Put Notice has been delivered record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the conditions Closing Date, in the case of Initial Accounts, and on or prior to closing as set forth the applicable Addition Date, in Section 7 the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement have been satisfied unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the CompanyDetermination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In consideration the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the Buyer agreeing parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to enter into this have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Company Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Upon Each Purchaser hereby agrees solely as to itself, severally but not jointly, to purchase from Seller, and Seller hereby agrees, subject to receipt of such Purchaser’s Pro Rata Share (as defined below) of the terms Purchase Price, to assign, transfer and deliver to such Purchaser, such Purchaser’s Pro Rata Share of the Purchased Shares (rounded to the nearest whole number for each Purchaser but so that all Purchased Shares are purchased and sold hereunder) so that such Purchaser has unrestricted ownership and can freely dispose of such Purchased Shares, free and clear of all liens and encumbrances other than restrictions arising under applicable securities Laws, by delivering to each Purchaser an assignment declaration substantially in the form of Schedule B attached hereto, all on the terms, and subject to the conditions conditions, provided for herein. No later than two (2) Business Days following delivery of this Agreementthe Closing Notice (as defined below) to the Purchasers, the Buyer hereby agrees Purchasers shall deliver (including by email) to purchase from the Company, Seller and the Company hereby agrees a written notice (the “Allocation Notice”) setting forth, for each Purchaser (a) the percentage allocable to sell such Purchaser with respect to the Buyer, on the Closing DatePurchased Shares, the Note in Purchase Price and Acquired Shares, as applicable (the principal “Pro Rata Share”), and (b) the amount payable by each Purchaser with respect to its Pro Rata Share of the Purchase Price (rounded to the nearest cent but so that the aggregate amount of the Purchasers’ Pro Rata Shares of the Purchase Price is equal to the Purchase Price). The number of Purchased Shares shall be equal to the Purchase Price and having (expressed in Euros as-converted based on the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile Exchange Rate) divided by the Company Put Notice Date Equity Value Per Share, and the Buyer shall be obligated notified by Seller to purchase the Notes specified Purchasers in such Company Put Notice if writing no later than one (1) Business Day prior to the conditions Closing including the number of Purchased Shares to closing set forth be purchased by each Purchaser at the Closing in Section 7 are satisfied. In connection accordance with the purchase of Allocation Notice. No later than one (1) Business Day prior to the Note by the BuyerClosing, the Company shall issue provide written notice to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) Purchasers of the number of shares issuable upon conversion of Acquired Shares to be issued to the Note on Purchasers at the Closing Date. The Company shall not and the number of Acquired Shares to be obligated issued to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on each Purchaser at the Closing Date so long as (i) in accordance with the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIAllocation Notice.

Purchase. Upon the terms and subject (i) Subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company the principal amount set forth on the Lender's signature page of this Agreement (the "Purchase Price"), out of the aggregate amount being loaned by all Lenders of a minimum of $400,000 (the "Minimum Purchase Price") and a maximum of $2,000,000 (the "Maximum Purchase Price"). The obligation to repay the loan from the Lender shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Lender in such principal amount (the Convertible Debentures issued to the Lender, the "Debentures"). Each Debenture (i) shall provide for a conversion price (the "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture or in the other Transaction Agreements, (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I and (iii) shall have a Warrant attached, as provided below. The loan to be made by the Lender and the issuance of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering Debentures and Warrants to the Buyer a Company Put Notice on December 14, 2006 by electronic mail Lender are sometimes referred to herein and facsimile in the other Transaction Agreements as the purchase and sale of the Debentures and Warrants. (ii) The Purchase Price to be paid by the Company Put Notice Date and the Buyer Lender shall be obligated equal to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase face amount of the Note by the Buyer, the Company shall issue to the Buyer at the closing Debentures being purchased on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number (as defined below) and shall be payable in United States Dollars. (iii) The actual total Purchase Price of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company all Lenders, which shall not be obligated less than the Minimum Purchase Price and not more than the Maximum Purchase Price, is hereinafter referred to sell as the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note "Aggregate Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIPrice."

Purchase. Upon (a) On the terms and subject to the conditions of this Agreementset forth herein, Purchaser may, at its option (which such option shall be offered before the Company seeks alternative external financing), purchase in one or more transactions from the Company (each, a “Series A Purchase”), and should Purchaser exercise any such option, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to will sell to Purchaser, free and clear of any Liens (other than restrictions on transfer under (i) federal and state securities Laws or (ii) the BuyerInvestor Rights Agreement), on up to 50,000 shares of Series A Preferred Stock at a purchase price of $1,000 per share (the Closing Date, the Note in the principal “Series A Preferred Stock Price Per Share”). The aggregate cash amount equal to the Purchase Price and having the terms and conditions as set forth in the form sum of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note Series A Preferred Stock Price Per Share multiplied by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Series A Preferred Stock which Purchaser may, at its option, purchase hereunder shall be referred to in this Agreement as the “Total Purchase Price”, which such Total Purchase Price shall be equal to seventy percent (70%) $50,000,000.00. The cash amount equal to the sum of the Series A Preferred Stock Price per share multiplied by the number of shares issuable upon conversion of Series A Preferred Stock which Purchaser purchases in each Series A Purchase shall be referred to in this Agreement, in each instance, as a “Per Transaction Purchase Price”. (b) Prior to each Series A Purchase, the Company shall deliver to Purchaser a Transaction Analysis (as that term is defined in Exhibit C of the Note on the Closing DateInvestment Agreement) to fund a Strategic Transaction. The Company Within three (3) Business Days of receipt of each such Transaction Analysis, Purchaser shall not be obligated to sell the Note or issue (i) consider such December Closing Date Warrant to the Buyer until the Company shallTransaction Analysis in good faith, (ii) determine, in its sole discretion, have given whether it shall initiate a Series A Purchase to fund such Strategic Transaction and (iii) provide written notice to the Company Put Notice of its determination (in the event that such written notice is a determination to the Buyerinitiate a Series A Purchase, whereupon such written notice shall be deemed a “Transaction Notice”). Upon receipt of such Transaction Notice, the Company shall be obligated submit written notice to sell Purchaser in the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long form attached hereto as Exhibit A (a “Drawdown Notice”) specifying (i) the Company Put Notice has been delivered Per Transaction Purchase Price, which amount Purchaser shall remit to the BuyerCompany by wire transfer in immediately available funds upon the applicable Closing (as defined herein), and (ii) the conditions number of shares of Series A Preferred Stock to closing as set forth in Section 7 of this Agreement have been satisfied by be issued to Purchaser upon the Company. In consideration of applicable Closing and (iii) the Buyer agreeing account or accounts to enter into this Agreement, which the Company Per Transaction Purchase Price shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIbe delivered.

Purchase. Upon (a) In consideration of the terms and subject to payment of the conditions of this AgreementPurchase Price as provided herein, the Buyer Seller does hereby agrees sell, transfer, assign, set over and otherwise convey to purchase from Dryrock Funding (collectively, the Company“Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Company hereby agrees to sell to Receivables existing at the Buyer, opening of business on the Closing Date, the Note in the principal amount equal case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts) and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account), (ii) the Receivables existing at the opening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts) and thereafter created and arising from time to time in the Additional Accounts (unless such Additional Account has become a Removed Account), (iii) all Collections, Insurance Proceeds, Interchange and Recoveries on or allocable to such Receivables, (iv) all monies due or to become due with respect to the Purchase Price foregoing, (v) all amounts received with respect to all of the foregoing, and having (vi) all proceeds thereof (collectively, the terms “Purchased Assets”). Each Account and conditions as set forth each Removed Account will continue to be owned by the Seller and will not be a Purchased Asset. (b) The Receivables existing in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing Initial Accounts on the Closing Date Date, and the December Closing Date Warrant initially entitling related Purchased Assets, shall be sold by the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Seller and purchased by Dryrock Funding on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Receivables arising after the Closing Date so long in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by the Seller and purchased by Dryrock Funding on the date such Receivables are recorded in the Seller’s system of records. The Receivables existing in Additional Accounts on the related Addition Date, and the related Purchased Assets, shall be sold by the Seller and purchased by Dryrock Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets will be sold by the Seller and purchased by Dryrock Funding on the date such Receivables are recorded on the Seller’s system of records. (c) The Seller shall file, at its own expense, all financing statements (and amendments to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection and priority of, the Conveyance of such Purchased Assets to Dryrock Funding, and shall deliver file-stamped copies of each such financing statement or amendment or other evidence of such filing to Dryrock Funding as soon as is practicable on or after (i) the Company Put Notice has been delivered Closing Date, in the case of the Purchased Assets relating to the BuyerInitial Accounts and, (ii) if such additional filing is necessary, the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (d) The Seller shall, at its own expense, on or prior to (i) the Closing Date, in the case of Initial Accounts, and (ii) the conditions applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Initial Accounts and such Additional Accounts and the related Purchased Assets have been sold to closing Dryrock Funding. The Seller shall indicate the sale of Receivables to Dryrock Funding in its computer files by (x) including as set forth the first three characters in the securitization field of such computer files the code “DRY” and (y) including immediately thereafter (A) in the case of the Initial Accounts the code “000” and (B) in the case of the Additional Accounts the code “001-900.” With respect to Removed Accounts, on the applicable Removal Date, the Seller shall indicate in the appropriate computer files that Receivables reassigned in connection with such Removed Accounts have been conveyed to Dryrock Funding or its designee in accordance with Section 7 2.12 of the Transfer Agreement by replacing the existing code in the securitization field of such computer files with “DRY 901-999.” The Seller shall not alter the code referenced in clause (x) of this paragraph with respect to any Account or any Removed Account during the term of this Agreement unless and until (A) such Account or Removed Account becomes a Deleted Account or (B) the Seller has taken such action as is necessary or advisable to cause the interest of Dryrock Funding in the Purchased Assets to continue to be perfected and of first priority. (e) The Seller shall, at its own expense, on or prior to the Closing Date deliver to Dryrock Funding a RPA Account Schedule, which shall be supplemented and amended by the Seller on or prior to each Addition Date to include any new Additional Accounts. Such RPA Account Schedule shall specify that the Receivables arising in each such Account, and with respect to Removed Accounts the Receivables arising in such account prior to the Stop Date, have been satisfied sold to Dryrock Funding. The RPA Account Schedule, as supplemented and amended, shall be incorporated into and made a part of this Agreement. The RPA Account Schedule shall be updated by the CompanySeller not less frequently than monthly, beginning August 2012, to include any new Related Accounts. (f) The parties to this Agreement intend that the conveyance of the Seller’s right, title and interest in, to and under the Purchased Assets pursuant to this Agreement shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from the Seller to Dryrock Funding. It is the intention of the parties to this Agreement that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan. In consideration the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the Buyer agreeing parties to enter into this AgreementAgreement that this Agreement shall constitute a security agreement under applicable law, and that the Company Seller shall also issue be deemed to have granted, and the Seller does hereby grant, to Dryrock Funding a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Buyer on Purchased Assets, and all proceeds thereof, to secure the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XISeller’s obligations hereunder.

Purchase. Upon a) Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller (as defined below) the Shares for an aggregate purchase price of $1,250,000 (the “Aggregate Purchase Price”) pursuant to the terms herein. Simultaneous herewith, and subject as a condition hereto, the parties have entered into an escrow agreement (a form of which is attached hereto as Exhibit A, the “Escrow Agreement”), whereby Loeb & Loeb LLP (the “Escrow Agent”) shall serve as escrow agent to hold the Aggregate Purchase Price and certain ancillary documents as set forth herein and the Escrow Agreement. The Aggregate Purchase Price shall be paid as follows and released in accordance with the terms of the Escrow Agreement: (i) As of the date hereof, (a) the Buyer has deposited with the Escrow Agent $700,000 (the “Initial Payment”), and (b) the Seller has deposited a stock power relating to 28,000 shares (the “First Stock Power”), a stock power relating to 8,000 shares (the “Second Stock Power”), a stock power relating to 8,000 shares (the “Third Stock Power”), a stock power relating to 96,000 shares (the “Fourth Stock Power”), and a separation agreement in the form attached hereto as Exhibit B (the “Separation Agreement”). Per the terms of the Escrow Agreement, the Escrow Agent shall forward the Initial Payment to the conditions Seller and deliver the Initial Stock Power to the Buyer within 48 hours after the date this Agreement. (ii) On or prior to the one month anniversary of the date of this Agreement, the Buyer hereby agrees to purchase from shall have deposited $200,000 (the Company, and “Second Payment”) in escrow with the Company hereby agrees to sell Escrow Agent. (iii) On or prior to the Buyer, on two month anniversary of the Closing Datedate of this Agreement, the Note Buyer shall have deposited an additional $200,000 (the “Third Payment”) in escrow with the principal amount equal Escrow Agent. (iv) On or prior to the three month anniversary of the date of this Agreement, the Buyer shall have deposited an additional $150,000 (the “Fourth Payment”) in escrow with the Escrow Agent. b) In the event that the Buyer does not make the deposits specified in Sections 1.01(i-iv), this Agreement shall be automatically terminated with no further action required by the Seller. Upon such termination, Seller shall keep the any of the Aggregate Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14he has already received, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated entitled to purchase the Notes specified in such Company Put Notice if the conditions keep all Shares transferred to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue it pursuant to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been Powers delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company Escrow Agent shall also issue immediately return any remaining Stock Powers to the Buyer on in accordance with the closing date terms of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIEscrow Agreement.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, Chase USA does hereby sell, transfer, assign, set over and having otherwise convey to Purchaser (collectively, "Convey"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the terms and conditions as set forth Receivables existing at the close of business on the Initial Purchase Cut-Off Date, in the form case of Receivables existing and arising in the Note attached hereto Existing Accounts, and at the close of business on each Additional Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts, and in each case thereafter created from time to time in the Existing Accounts and the Additional Accounts, Allocated Interchange, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including "proceeds" as Annex I for defined in the UCC) thereof. Such property shall constitute the "Purchased Assets." The Receivables arising after the Initial Purchase Price. The Company Cut-Off Date and on or before the Initial Purchase Date in the Existing Accounts and the related Purchased Assets, shall have be and hereby are Conveyed by Chase USA to Purchaser on the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Initial Purchase Date and the Buyer Purchase Price shall be obligated to purchase the Notes specified paid as provided in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%subsection 3.01(a) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges Receivables arising after the Initial Purchase Date in the Existing Accounts and the related Purchased Assets shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the date such Receivables arise, and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and the Receivables arising after the Additional Cut-Off Date and on or before the related Addition Date and the related Purchased Assets, shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the related Addition Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (b) Chase USA shall record and file, at its own expense, financing statements (and continuation statements and amendments when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of such Purchased Assets to Purchaser, and shall deliver a file stamped copy of each such financing statement to Purchaser on or prior to the Initial Purchase Date, in the case of Purchased Assets relating to the Existing Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (c) Chase USA shall, at its own expense, (i) on or prior to (x) the Initial Purchase Date, in the case of the Existing Accounts, or (y) the applicable Addition Date, in the case of Additional Accounts, indicate in the appropriate computer files that Receivables created in connection with the Accounts have been conveyed to Purchaser pursuant to this Agreement and Purchaser has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing Agreement and (ii) on or prior to the Initial Purchase Date and each Addition Date, as applicable, deliver to Purchaser and the Trustee an Account Schedule containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Purchase Cut-Off Date, in the case of the Existing Accounts and the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Chase USA agrees that it will be irrevocably bound maintain the Account Schedule as a true and complete list of all Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to purchase remove Deleted Accounts. Chase USA agrees not to alter the Note computer designation which indicate that the receivables in an Account have been conveyed to Purchaser and December Closing Date Warrant on transferred to the Closing Date so long as Trust unless and until such Account is no longer an Account or unless and until (i) the Company Put Notice has been delivered Chase USA shall give written notice of any such alteration to the Buyer, Purchaser and (ii) Chase USA shall have taken such action as is necessary or advisable to cause the conditions interest of Purchaser in the Purchased Assets to closing as set forth continue to be perfected and of first priority. (d) The parties hereto intend that the Conveyance of Chase USA's right, title and interest in Section 7 and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of this Agreement have been satisfied by any liens, claims, encumbrances or rights of others from Chase USA to Purchaser. It is the Company. In consideration intention of the Buyer agreeing to enter into this Agreement, parties hereto that the Company shall also issue arrangements with respect to the Buyer on the closing date Purchased Assets shall, for all purposes, including for accounting purposes, constitute a purchase and sale of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIsuch Purchased Assets and not a loan.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon On the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyerherein, on the Closing Date, the Note Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company no more than 800,000 shares of Convertible Preferred Stock in the principal amount equal aggregate (the “Maximum Commitment Amount”) and no less than 350,000 shares of Convertible Preferred Stock in the aggregate (the “Minimum Commitment Amount”), at a purchase price of $1,000 per share of Convertible Preferred Stock (the “Purchase Price”). Notwithstanding anything to the Purchase Price contrary contained herein, (i) the Company shall not be permitted or obligated to sell, and having the Purchaser shall not be permitted or obligated to purchase any shares of Series A-2 Preferred Stock unless, and then only to the extent, (A) the affirmative vote of a majority of the votes cast at the Company Stockholder Meeting (at which a quorum is present) would otherwise be required under Section 312.03 of the NYSE Listed Company Manual prior to the issuance of the Purchased Series A-1 Preferred Stock at Closing assuming additional shares of Series A-1 Preferred Stock were issued instead of Series A-2 Preferred Stock, and (B) the Requisite Stockholder Approval has not been obtained prior to the Closing, and (ii) no later than fifteen (15) business days prior to Closing Date, the Company shall deliver written notice (the “Additional Call Notice”) to the Purchaser specifying (subject to and in accordance with the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in this Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase 1.1) the number of shares of Common Series A-1 Preferred Stock equal and, if applicable, Series A-2 Preferred Stock (such specified number of shares, the “Purchased Series A-1 Preferred Stock” and “Purchased Series A-2 Preferred Stock,” respectively, and collectively, the “Purchased Stock”) to seventy percent (70%) be purchased and sold at the Closing. Upon delivery of the Additional Call Notice specifying a number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shallSeries A-1 Preferred Stock and/or Series A-2 Preferred Stock, as applicable, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into accordance with this Agreement, the Company shall also issue be required to sell at least such number and type of shares of Purchased Stock to the Buyer on Purchaser at the closing date Closing, subject to the applicable conditions to Closing. For the purposes of this Agreement and the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.Series A-1 Certificate:

Purchase. Upon On the Closing Date, subject to the terms and subject to the conditions of this Agreementhereof, the Buyer each Purchaser hereby agrees to purchase from the CompanyBreitburn, and the Company Breitburn hereby agrees to issue and sell to the Buyereach Purchaser, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares Series B Preferred Units set forth opposite each Purchaser’s name on Schedule A for a cash purchase price of Common Stock equal to seventy percent $7.50 (70%the “Purchase Price”) per Series B Preferred Unit (collectively, the “Purchased Units”). The obligations of each Purchaser under any Basic Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the number obligations of shares issuable upon conversion any other Purchaser under any Basic Document, provided that, notwithstanding the foregoing or anything else to the contrary provided herein, in the event that the Guggenheim Purchasers fail, for any reason, to comply with their obligations to consummate the Closing at the time at which they are obligated to consummate the Closing pursuant to Section 2.02, Anchorage shall purchase all of the Note on Series B Preferred Units required to be purchased by the Closing Date. The Company Guggenheim Purchasers hereunder, provided further, that, notwithstanding anything else contained herein, if the Guggenheim Purchasers, or a Person that is administered, advised or managed by Guggenheim Management, do not purchase, in the aggregate, all of the 2020 Notes required to be purchased by them under the Notes Purchase Agreement, the closing of which is to occur simultaneously with the Closing, the Guggenheim Purchasers shall not be obligated entitled to sell the Note or issue such December Closing Date Warrant purchase any Series B Preferred Units pursuant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges failure or waiver of performance under any Basic Document of any Purchaser by Breitburn does not excuse performance by any other Purchaser and agrees that it will be irrevocably bound the waiver of performance of Breitburn by any Purchaser does not excuse performance by Breitburn with respect to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIeach other Purchaser.

Purchase. Upon On the Initial Purchase Date, the Distributor hereby agrees to sell, transfer, convey and assign to the Purchaser, and the Purchaser hereby agrees to purchase, in each case on the terms and subject to the conditions of set forth in this Agreement and in the Master Agreement, all of the Buyer Distributor's right, title and interest in, to and under all Purchased Portfolio Assets, arising directly and indirectly out of Commission Shares of each Fund the Date of Original Issuance of which occurs on or prior to the Initial Purchase Cut-Off Date, and the Purchaser shall pay to the Distributor a purchase price in the amount of $62,330,000 subject to adjustments (which may be positive or negative) to be determined prior to the Initial Purchase Funding Date by the Purchaser in accordance with the next sentence (such adjusted amount, the "INITIAL PURCHASE Price"). Adjustments to the $62,330,000 figure will be calculated using the same methodology used to arrive at the $62,330,000 figure taking into account the additional information required to be submitted pursuant to Section 5.01(v) of the Master Agreement in order to reflect, on an individual Fund basis, Share aging, cost basis and Net Asset Value of the Purchased Portfolio Assets as of the close of business on September 30, 1998. On each Purchase Date (other than the initial Purchase Date) until the Purchase Termination Date, the Distributor hereby agrees to sell, transfer, convey and assign to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shallDistributor, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon each case on the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by and in the Company. In consideration Master Agreement, all of the Buyer agreeing Distributor's right, title and interest in, to enter into this Agreementand under all Purchased Portfolio Assets specified in the related Purchase Notice in accordance with Section 2.02, the Company shall also issue such purchases to the Buyer occur on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIDates established pursuant to Sections 2.02 and 2.03.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so ------------------------------------------------------------------------------ 8 ------------------------------------------------------------------------------ arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the Buyer hereby LC Bank agrees to purchase issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Company, and Seller from time to time from the Company hereby agrees to sell date hereof to the BuyerFacility Termination Date; provided, on the Closing Datethat under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the Note (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the principal same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the lesser of (x) the Purchase Limit and (y) an amount equal to the Purchase Price Net Receivables Pool Balance plus the Dollar Equivalent of any amount on deposit in the LC Collateral Account minus the Total Reserves, (iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and having the terms LC Participants or (iv) the aggregate Capital of the Alternative Currency Purchases would exceed the Alternative Currency Sublimit. The Seller may, subject to the requirements and conditions as set forth herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, in the form of event the Note attached hereto as Annex I Seller fails to reimburse the LC Bank for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase full Dollar Equivalent amount of the Note by the Buyer, the Company shall issue to the Buyer at the closing any drawing under any Letter of Credit on the Closing applicable Drawing Date (out of its own funds available therefor) pursuant to Section 1.15, then the December Closing Date Warrant initially entitling Seller shall, automatically (and without the holder to purchase the number requirement of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note any further action on the Closing Date. The Company shall not part of any Person hereunder), be obligated deemed to sell have requested a new Purchase from the Note Conduit Purchasers or issue Related Committed Purchasers, as applicable, on such December Closing Date Warrant to the Buyer until the Company shalldate, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon on the terms and subject to the conditions hereof, in an amount equal to the amount of this Agreementsuch Reimbursement Obligation after giving effect to the application of funds available in the LC Collateral Account, if any, at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) The Seller may, upon sixty (60) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group plus the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $125,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments and the Alternative Currency Sublimit shall be ratably reduced. The Buyer Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the Dollar Equivalent of the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the Dollar Equivalent of the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) Each of the parties hereto hereby acknowledges and agrees that it will be irrevocably bound to purchase the Note Purchaser Group that includes PNC, as a Purchaser Agent and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyera Purchaser, shall not include a Conduit Purchaser, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied each request by the Company. In consideration Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a) shall be deemed to be a request that the Related Committed Purchasers in PNC’s Purchaser Group make their ratable share of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIsuch Purchases.

Purchase. Upon (a) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal of $1,660,000.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto asANNEX III listing all of the Company’s assets (including all of the Buyer Mortgage Notes (defined below) and the Buyer Note (defined below)) as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer’s signature page to this Agreement (the “InitialCashPurchase Price”), and (ii) issue to the Company the Buyer Mortgage Notes and the Buyer Note (the sum of the principal amount of the Buyer Mortgage Notes and the Buyer Note, together with the Initial Cash Purchase Price and having Price, the “Purchase Price”). All of the Buyer Mortgage Notes shall be secured no later than five (5) business days after the Closing Dateby a Mortgage substantially in the form attached hereto as ANNEX IV, as the same may be amended from time to time (the “Mortgage”), subject to Section 2.1(d). Initially, only the Buyer Mortgage Notes will be secured by the Mortgage pursuant to the terms and conditions of the Mortgage, the Buyer Mortgage Notes and this Agreement, but the Buyer Notemay become secured subsequent to the Closing by such collateral and at such time as determined by the Buyer in its sole discretion. The Initial Cash Purchase Price shall be paid to the Company in accordance with the Wire Instructions. The Purchase Price is allocated to the Tranches (as defined in the Note) of the Note as set forth in the form of the Note table attached hereto as Annex I ANNEX V. (b) In consideration for the Purchase Price, the Company shall, at the Closing (defined below): (i) execute and deliver to the Buyer the Security Agreement; (ii) execute and deliver to Buyer that certain Warrant to Purchase Shares of Common Stock substantially in the form attached hereto asANNEX VI (the “Warrant”); (iii) execute and deliver to Buyer a Release Deed (the “Release”) substantially in the form attached hereto asANNEX VII. The Company Release shall have be held in escrow in accordance with the right terms of the Escrow Agreement substantially in the form attached hereto as ANNEX VIII (the “Escrow Agreement”); (iv) execute and deliver to require the Buyer Transfer Agent, and the Transfer Agent shall execute to purchase indicate its acceptance thereof, the Note by delivering irrevocable letter of instructions to transfer agent substantially in the form attached hereto asANNEX IX (the “Transfer Agent Letter”); (v) execute and deliver to the Buyer a Company Put Notice on December 14Registration Rights Agreement substantially in the form attached hereto as ANNEX X (the “Registration Rights Agreement”); (vi) cause to be executed and delivered to the Buyer a fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as ANNEX XI(together, 2006 by electronic mail the “Secretary’s Certificate”); and (vii) cause to be executed and facsimile by delivered to the Company Put Notice Date and Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as ANNEX XII (the “Share Issuance Resolution”). (c) At the Closing, the Buyer shall be obligated deliver the Purchase Price to purchase the Notes specified Company by delivering the following: (i) the Initial Cash Purchase Price; (ii) the Buyer Mortgage Note #1 in such Company Put Notice if the conditions to closing set forth principal amount of $50,000.00 duly executed and substantially in Section 7 are satisfied. In connection the form attached hereto as ANNEX XIII (the “Buyer Mortgage Note #1”); (iii) the Buyer Mortgage Note #2 in the principal amount of $150,000.00 duly executed and substantially in the form attached hereto as ANNEX XIV (the “Buyer Mortgage Note #2”); (iv) the Buyer Mortgage Note #3 in the principal amount of $400,000.00 duly executed and substantially in the form attached hereto as ANNEX XV (the “Buyer Mortgage Note #3,” and together with the purchase of the Buyer Mortgage Note by the Buyer#1 and Buyer Mortgage Note #2, the Company shall issue “Buyer Mortgage Notes”); and (v) the Buyer Note in the principal amount of $750,000.00 duly executed and substantially in the form attached hereto as ANNEX XVI (the “Buyer Note”). (d) Notwithstanding anything to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to contrary herein, the Buyer until the Company shallmay, in its sole discretion, have given the Company Put Notice add additional collateral to the Buyercollateral covered by the Mortgage (the “Collateral”), whereupon and maysubstitute collateral as it deems fit, provided that the fair market value of the substituted Collateral may not be less than the aggregate principal balance of the Buyer Mortgage Notes as of the date of any such substitution. In the event of a substitution of collateral, the Buyer shall timely execute any and all documents necessary or advisable in order to properly grant a first priority security interest upon the substitute collateral in favor of the Company, and the Company shall take such other measures as are necessary or advisable in order to accomplish the intent of the Transaction Documents, including without limitation, execution of a request to release a lien against the original Collateral within five (5) Trading Days after written request from Buyer. The intent of the parties is that the fair market value of the Collateral will be obligated to sell the Note and issue such December Closing Date Warrant equal to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration outstanding balances of the Buyer agreeing Mortgage Notes. To the extent the fair market value of the Collateral is less than the total outstanding balance of all the Buyer Mortgage Notes, then the Collateral will be deemed to enter into this Agreement, the Company shall also issue only secure those Buyer Mortgage Notes with an aggregate outstanding balance that is less than or equal to the Buyer on the closing date fair market value of the Other Collateral, applied in numerical order of the Buyer Mortgage Notes. By way of example only, if the fair market value of the Collateral is determined by appraisal to be $200,000, then the Collateral will be deemed to secure only Buyer Mortgage Note Purchase Agreement #1 and Buyer Mortgage Note #2. If the July 2006 WarrantCollateral is subsequently appraised for $600,000, attached hereto as Annex XIthen the Collateral will automatically be deemed to secure all of the Buyer Mortgage Notes.

Purchase. Upon The Master Issuer confirms that it has authorized the Underwriters to offer the U.S. Issue 2007-2 Notes on its behalf for subscription at the Issue Price subject to signature of this Agreement. Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that the Underwriters may offer and sell the U.S. Issue 2007-2 Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the U.S. Issue 2007-2 Notes to or through any Underwriter. Each Underwriter severally and not jointly agrees to purchase and pay for such principal amount of U.S. Issue 2007-2 Notes set out against its name in Schedule I hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase U.S. Issue 2007-2 Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such U.S. Issue 2007-2 Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such U.S. Issue 2007-2 Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure that another party or other parties satisfactory to the conditions non-defaulting Underwriters purchase such U.S. Issue 2007-2 Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such U.S. Issue 2007-2 Notes, or Abbey notifies the non-defaulting Underwriters that it has so arranged for the purchase of such U.S. Issue 2007-2 Notes, the non-defaulting Underwriters or Abbey shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the U.S. Issue 2007-2 Notes. Any substitute purchaser of U.S. Issue 2007-2 Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the U.S. Issue 2007-2 Notes. (b) If, after giving effect to any arrangements for the purchase from of U.S. Issue 2007-2 Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for U.S. Issue 2007-2 Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the U.S. Issue 2007-2 Notes, then Abbey shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated U.S. Issue 2007-2 Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the U.S. Issue 2007-2 Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the U.S. Issue 2007-2 Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the U.S. Issue 2007-2 Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the U.S. Issue 2007-2 Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the U.S. Issue 2007-2 Notes, or if Abbey shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number U.S. Issue 2007-2 Notes of shares of Common Stock equal a defaulting Underwriter, then this Agreement shall thereupon terminate, without Back to seventy percent (70%) Contents liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon the terms and subject (i) Subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company the principal amount set forth in on the form Lender's signature page of this Agreement (the "Aggregate Purchase Price"), out of the Note attached hereto as Annex I for aggregate amount being loaned by all Lenders of $_____________1 (the "Total Purchase Price"). -------------------- 1 Amount to be inserted at Initial Closing Date (as defined below), not less than $2,000,000 [provided, (ii) The Company Aggregate Purchase Price shall have be payable by the right to require the Buyer to purchase the Note by delivering Lender to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy as follows: (a) fifty percent (7050%) of the number of shares issuable upon conversion Aggregate Purchase Price (the "Initial Purchase Price") shall be deposited by the Lender with the Escrow Agent on or before the Initial Closing Date and shall be paid to the Company within two Trading Days after the Company files the Registration Statement, as provided below and in the Joint Escrow Instructions (as those terms are defined below) and (b) fifty percent (50%) of the Note Aggregate Purchase Price (the "Additional Purchase Price") shall be paid to the Company on the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid on the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. . (iii) The Company obligation to repay the loan of the relevant Purchase Price from the Lender shall not be obligated to sell evidenced by the Note Company's issuance of one or issue such December Closing Date Warrant more Convertible Debentures to the Buyer until Lender in such principal amount (the Company shall, in its sole discretion, have given the Company Put Notice Convertible Debentures issued to the BuyerLender, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement"Debentures"). The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as Each Debenture (i) shall provide for a conversion price (the Company Put Notice has been delivered "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to as provided in the BuyerDebenture or in the other Transaction Agreements, and (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, ANNEX I. The loan to closing as set forth in Section 7 of this Agreement have been satisfied be made by the Company. In consideration Lender and the issuance of the Buyer agreeing Debentures and the Warrants to enter into this Agreementthe Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and Warrants. (iv) The Purchase Price to be paid by the Lender shall be equal to the face amount of the Debentures being purchased on the relevant Closing Date (as defined below) and shall be payable in United States Dollars. (v) With respect to the Initial Closing Date, the Company shall also issue will deliver the relevant Certificates to the Buyer Escrow Agent within five (5) Trading Days (as those terms are defined below) after the Escrow Agent notifies the Company that the Escrow Agent has on the closing date deposit cleared funds (or equivalents) equal to (x) at least $1,000,000 of the Other Note Initial Purchase Agreement Price for one or more Lenders and (y) thereafter, any additional Initial Purchase Price. Such Certificates shall be held in escrow as provided in the July 2006 WarrantJoint Escrow Instruction. (vi) With respect to the Additional Closing Date, attached hereto the Company will deliver the relevant Certificates to the Escrow Agent as Annex XIprovided in Section 6(b) hereof. -------------------------------------------------------------------------------- however, that this amount may be less if the Company provides the Escrow Agent with an Additional Financing Notice, as defined in Section 6(c)(v) below, on or before that date] and not more than $3,000,000.

Purchase. Upon (a) The Company shall purchase, within sixty (60) days after receipt of the terms and subject Put Notice or delivery of the Call Notice, as appropriate, the Put Shares or Call Shares, as appropriate, by paying to the conditions appropriate Management Stockholders and their respective Permitted Transferees the Put/Call Fair Market Value of this Agreementsuch Put Shares or Call Shares, as appropriate, by delivery of: (i) cash or by certified funds or wire transfer in an amount equal to the Buyer hereby agrees to purchase from Put/Call Fair Market Value of the Put Shares or the Call Shares, as appropriate; or (ii) if the Company, SCC and the Company hereby agrees to sell appropriate Management Stockholders and their respective Permitted Transferees agree, such number of shares of Class A Common Stock, par value $.01 per share, of SCC (the "Class A Common Stock") equal to the BuyerFair Market Value of the Put Shares or the Call Shares, as appropriate, divided by the greater of $10.00 per share or ninety percent (90%) of the average bid price of Class A Common Stock traded on any of the Closing DatePacific Stock Exchange, any other national securities exchange or the Nasdaq Stock Market for the twenty (20) consecutive trading days prior to the Put Notice or Call Notice, as appropriate; or (iii) if the Company is prohibited by the terms of any Indebtedness from paying cash for all or part of the Put Shares or the Call Shares, as appropriate, the Company shall issue a Subordinated Promissory Note in the with an aggregate principal amount equal to the Purchase Price and having Fair Market Value of all or the terms and conditions as set forth in the form part of the Note attached hereto Put Shares or the Call Shares, as Annex I appropriate, for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfiedwhich it is prohibited from paying cash. In connection with each case against receipt of certificates evidencing the purchase of the Note by the Buyer, shares to be purchased and such other documentation as the Company shall issue reasonably request. (b) Put/Call Fair Market Value" shall be determined by a formula as follows: (v) the product of (i) the average annual EBITDA of the Company for the period from January 1, 1997 to the Buyer at end of the closing most recent fiscal year prior to the date of the Put Notice or Call Notice, as appropriate, and (ii) five (5) less (w) long-term Indebtedness (which shall include, without limitation, Purchaser Permitted Indebtedness) and (x) if the Earnout Amount has not yet been determined pursuant to Section 3.2.1 of the Asset Purchase Agreement or otherwise extinguished before the date of the determination thereof, the maximum amount which could be payable as the Earnout Amount, subject to reduction by the amount of the Earnout Amount prepaid pursuant to Section 3.2.4 of the Asset Purchase Agreement and (y) if the Earnout Amount has been determined pursuant to Section 3.2.1 of the Asset Purchase Agreement, the Earnout Amount so determined, subject to reduction as provided in Sections 3.2.2 and 3.2.5 of the Asset Purchase Agreement and the average outstanding balance on the Closing Date Seasonal Line of Credit, calculated as of end of each month, for the December Closing Date Warrant initially entitling two fiscal years prior to the holder to purchase date of the Put Notice or Call Notice, as appropriate, plus (x) current cash and cash equivalents on hand, divided by (y) the total number of shares of Common Stock equal to seventy percent (70%) issued and outstanding determined on a fully-diluted basis and as of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant date fifteen days prior to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement Put Notice or Call Notice, as appropriate. (c) Notwithstanding anything to the July 2006 Warrantcontrary herein, attached hereto as Annex XIthe exercise of rights to purchase or the requirement of the Company to purchase shares of Common Stock pursuant to this Section 3 shall be subject to limitations, if any, imposed upon the Company under applicable law or by any agreements with the Company's lenders then in effect, including, without limitation, restrictions on the ability of the Company to pay the cash portion of any put or call and on the ability to pay principal or interest under the Subordinated Promissory Note.

Purchase. Upon (a) On the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyerherein, on the Closing Date, the Note Company agrees to sell and issue to the Purchaser, and the Purchaser agrees to purchase from the Company no more than 1,000,000 shares of Series A Preferred Stock in the principal amount equal to aggregate (such number of shares of Series A Preferred Stock, the “Maximum Commitment Amount”) and no fewer than 650,000 shares of Series A Preferred Stock in the aggregate, free and clear of any Liens (other than Liens incurred by the Purchaser or restrictions arising under applicable securities Laws and the Stockholders’ Agreement), at a purchase price of $1,000 per share of Series A Preferred Stock (the “Purchase Price” per share of Series A Preferred Stock; the Purchase Price multiplied by the number of Purchased Shares, the “Aggregate Purchase Price”). (b) The Company shall use its reasonable best efforts to, no later than ten (10) Business Days prior to the Closing Date, deliver a written notice (the “Purchase Notice”) to the Purchaser specifying (subject to and having in accordance with the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in this Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase 1.1) the number of shares of Common Series A Preferred Stock equal to seventy percent be purchased and sold at the Closing, not to exceed the Maximum Commitment Amount (70%) the shares so specified, the “Purchased Shares”); provided that in no event shall the Company deliver the Purchase Notice to the Purchaser later than the date on which the approval or authorization of the transactions contemplated by the Merger Agreement by each applicable Governmental Entity is granted, or any applicable waiting period is terminated or expires, under the HSR Act. Upon delivery of the Purchase Notice specifying the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shallPurchased Shares, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated required to sell sell, and the Note and issue Purchaser shall be required to purchase, such December Closing Date Warrant number of shares of Series A Preferred Stock at the Closing, subject to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound , including the conditions to purchase the Note and December Closing Date Warrant on the Closing Date so long as set forth in Section 1.3. (c) If (i) the Company Put delivers the Purchase Notice has been delivered to more than ten (10) Business Days after the Buyerdate of this Agreement, and (ii) the conditions Company elects in the Purchase Notice to closing as set forth in Section 7 sell fewer shares of this Agreement have been satisfied by Series A Preferred Stock than the Company. In consideration of Maximum Commitment Amount, then, at the Buyer agreeing to enter into this AgreementClosing, the Company shall also issue pay to the Buyer Purchaser, in accordance with the percentages set forth in the last line of the preamble, an amount in cash equal to the product of (A) $25.00, multiplied by (B) the difference between (1) the Maximum Commitment Amount, minus (2) the number of Purchased Shares (such product, the “Company Payment Amount”). For the avoidance of doubt, if the Company delivers the Purchase Notice to the Purchaser on or before the closing date that is ten (10) Business Days after the date of this Agreement, then the Other Note Purchase Agreement Company shall not be required to pay the July 2006 Warrant, attached hereto as Annex XICompany Payment Amount hereunder.

Purchase. (a) I hereby agree to tender to Xxxxxx Securities, Inc. (the “Escrow Agent”), by check or wire transfer of immediately available funds (to a bank account and related wire instructions to be provided to me on my request) made payable to “Xxxxxx Securities, Inc., as Agent for the Investors in Unifoil Holdings, Inc.” for the principal amount of the Note indicated on the signature page hereto, an executed copy of this Subscription Agreement, an executed copy of the Investor Rights and Lock-Up Agreement and an executed copy of my Investor Representation and Suitability Questionnaire attached as Exhibit A hereto. Funds will be held in escrow, as set forth in more detail below (the “Escrow Account”), pending the Initial Closing. (b) The Offering is for up to $2,500,000 principal amount of Notes (the “Maximum Offering Amount”). All subscriptions to purchase Notes will be held in a noninterest-bearing escrow account (the “Escrow Account”) maintained by the Escrow Agent. The subscriptions will remain in the Escrow Account until the Company has accepted such subscriptions. There is no minimum dollar principal amount of Notes that must be sold prior to the “Expiration Date” described below in order to complete the Offering and at each Closing described below all escrowed proceeds from accepted subscriptions, less commissions and expenses payable to Boustead, shall be remitted to the Company. (c) This Offering will continue until the earlier of (a) the sale Notes for the Maximum Offering Amount, (b) November 30, 2022, or such extension date agreed to, in their sole discretion, by the Company and Boustead through December 31, 2022 (the “Expiration Date”). Upon the terms and subject earlier of a Closing (defined below) on my subscription or completion of the Offering, I will be notified promptly by the Company as to whether my subscription has been accepted by the conditions of this AgreementCompany. If my subscription has been accepted, the Buyer hereby agrees Company will promptly deliver to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the me a duly executed Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form dollar amount of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XImy subscription.

Purchase. Upon Catterton hereby agrees with Warburg that, at the terms and Closing, Catterton wixx xxxxxxse the Assigned Shares for an aggregate purchase pxxxx xx $49,999,290 (the "CATTERTON PURCHASE PRICE") from the Company. Concurrent with the executxxx xx xxis Agreement, subject to the conditions to the Funding in the Purchase Agreement being satisfied or waived (as determined in the sole discretion of Warburg, acting reasonably), Catterton will pay to Warburg the Catterton Purchase Price, which shall xx xxxx in accordance with the texxx xx xxe Escrow Agreement. Catterton will not be under any obligation to purchase the Assigned Shaxxx xx xxe Closing in accordance with the first sentence of this AgreementSection 3 unless and until (i) the conditions in the Purchase Agreement to the Closing are satisfied or waived (it being understood that Warburg in its sole discretion acting reasonably shall determine whether such conditions are satisfied); PROVIDED that Warburg shall not (A) waive any of such conditions or amend or modify the Purchase Agreement in a manner that affects the rights and privileges of Catterton in a manner that is disproportionately adverse to the adverse xxxxxx xuch amendment or waiver has on Warburg unless Catterton has consented thereto in writing or (B) assign any of its rigxxx xxxxx the Purchase Agreement (other than to an Affiliate Fund, the Buyer hereby provided that such Affiliate Fund agrees to purchase from perform the Companyobligations of Warburg hereunder) unless Catterton has consented in writing (such consent not to be unreasonably xxxxxxxx or delayed) and (ii) Warburg shall have made the deposits into the Escrow Account as required by the Escrow Agreement and, and the Company hereby agrees to sell subject to the BuyerAHI Acquisition, on the Closing Date, the Note in the principal amount equal to the Purchase Price Catterton and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company Warburg shall each have the right to require receive the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing number ox Xxxxxxxies set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent APPENDIX A attached hereto (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to adjustment as described herein and in the conditions of this Purchase Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI).

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal of $4,338,833.00 substantially in the form attached hereto as Annex II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as Annex III listing each of the Secured Buyer Notes as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall (1) pay the principal amount set forth on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”) and (2) issue to the Company the Secured Buyer Notes (the sum of the initial principal amounts of the Secured Buyer Notes, together with the Initial Cash Purchase Price and having Price, the “Purchase Price”), which Secured Buyer Notes shall be secured by an Irrevocable Standby Letter of Credit substantially in the form attached hereto as Annex IV (the “Letter of Credit”) or such substitute collateral as determined by the Buyer in its sole discretion. The Letter of Credit shall be obtained subject to the terms and conditions of a Letter of Credit Agreement substantially in the form attached hereto as Annex V (the “LOC Agreement”). The Initial Cash Purchase Price shall be paid in accordance with the Wire Instructions. The Initial Cash Purchase Price is allocated to the Note, the OID (as defined below), and the Warrant as set forth in the form of the Note table in Annex VI attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and hereto. (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of for the Buyer agreeing to enter into this AgreementInitial Cash Purchase Price, the Company shall also issue to the Buyer on a Warrant to purchase shares of Common Stock in the closing date of the Other Note Purchase Agreement the July 2006 Warrant, form attached hereto as Annex XIVII (the “Warrant”). (iii) The Letter of Credit shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as Annex VIII (the “Escrow Agreement”). (iv) The Company shall also execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as Annex IX (the “Transfer Agent Letter”). (v) At the Closing (as defined below), the Buyer shall deliver to the Company the following: (1) The Initial Cash Purchase Price; (2) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex X (“Secured Buyer Note #1”); (3) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XI (“Secured Buyer Note #2”); (4) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XII (“Secured Buyer Note #3”); (5) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XIII (“Secured Buyer Note #4”); (6) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XIV (“Secured Buyer Note #5”); (7) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XV (“Secured Buyer Note #6”); (8) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XVI (“Secured Buyer Note #7”); (9) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XVII (“Secured Buyer Note #8”); (10) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XVIII (“Secured Buyer Note #9”); (11) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XIX (“Secured Buyer Note #10”); (12) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XX (“Secured Buyer Note #11”); and (13) A Secured Buyer Note in the principal amount of $250,000.00 substantially in the form attached hereto as Annex XXI (“Secured Buyer Note #12,” and together with Secured Buyer Note #1, Secured Buyer Note #2, Secured Buyer Note #3, Secured Buyer Note #4, Secured Buyer Note #5, Secured Buyer Note #6, Secured Buyer Note #7, Secured Buyer Note #8, Secured Buyer Note #9, Secured Buyer Note #10, and Secured Buyer Note #11, the “Secured Buyer Notes”). (vi) Within thirty (30) days of the Closing, the Buyer shall deliver the Letter of Credit to the Company. Notwithstanding the foregoing, the Buyer may, in its sole discretion, add additional collateral to the collateral covered by the LOC Agreement or substitute collateral as it deems fit provided that the fair market value of the collateral covered by the LOC Agreement is not diminished by any substitution of collateral. (vii) The tender of the Initial Cash Purchase Price and the issuance and sale of the Note and the Warrant to the Buyer are sometimes referred to herein and in the other Transaction Documents as the purchase and sale of the Note and the Warrant.

Purchase. Upon (a) RPA Seller agrees to contribute, and does hereby -------- contribute to Buyer, and Buyer agrees to accept, and does hereby accept, from RPA Seller on the terms RPA Closing Date, all of the Existing Assets. The contribution and sales of the Existing Assets from RPA Seller to Buyer are subject in each case to any rights in the Existing Assets transferred, assigned, set over or otherwise conveyed to the conditions FCMT Trustee pursuant to the Existing Pooling Agreement. It is understood and agreed that the obligations of RPA Seller specified herein with respect to the Receivables, including its repurchase obligations under Article VI of this Agreement, shall apply to all Receivables, whether originated before, on or after the RPA Closing Date. RPA Seller and Buyer hereby agrees agree that each existing Receivable sold by RPA Seller to purchase from First Consumers Master Trust pursuant to the CompanyExisting Pooling Agreement before the RPA Closing Date shall be deemed for all purposes (including the representations and warranties in the second sentence of Section 4.1(l) and RPA Seller's repurchase -------------- obligations under Section 6.1) to have been sold by RPA Seller to Buyer on the ----------- date on which it was so sold to First Consumers Master Trust. RPA Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to Buyer hereby and which are maintained with RPA Seller or of which RPA Seller has possession, shall be so maintained and held by RPA Seller on behalf and for the benefit of Buyer, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting Buyer's security interest in bank accounts pledged to RPA Seller, which security interest RPA Seller has transferred to Buyer hereunder, this Agreement constitutes and shall be deemed (i) notice to RPA Seller by Buyer of Buyer's security interest in such bank accounts, and the Company hereby agrees (ii) RPA Seller's acknowledgment of and consent to sell Buyer's notice and Buyer's security interest in such bank accounts. (b) Subject to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having upon the terms and conditions hereinafter set forth, RPA Seller (i) hereby sells, transfers, conveys, and assigns to Buyer, without recourse, all of RPA Seller's right, title, and interest in, to, and under the Receivables existing at the opening of business on the RPA Closing Date (excluding Receivables in respect of Defaulted Accounts), and thereafter created in respect of each Account listed on Schedule One identified by account number ------------ and by Receivable balance as set forth of the RPA Closing Date and each Account automatically designated pursuant to Section 2.2(c), together with all monies -------------- due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to such Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all the foregoing (the "Transferred ----------- Assets"), and (ii) subject to the provisions of Section 2.2, on each Addition ------ ----------- Date RPA Seller shall sell, transfer, convey and assign to Buyer, without recourse, all of RPA Seller's rights, titles, and interests in, to, and under the Receivables then existing or thereafter created in respect of each Additional Account designated in a Supplemental Conveyance (excluding those referred to in clause (i) above) effective on the Addition Date therefor, ---------- together with all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to such Additional Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all of the foregoing (all of which, upon any such conveyance, shall be included in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. Transferred Assets). (c) In connection with such sale and conveyance, RPA Seller shall, at its own expense, on or prior to the RPA Closing Date (i) indicate or cause to be indicated in its computer files relating to the Receivables that Receivables created in connection with the Accounts have been sold to Buyer in accordance with this Agreement and transferred to the Receivables Trust pursuant to the Servicing Agreement for the benefit of the Securityholders and (ii) deliver or cause to be delivered to Buyer (or to the Receivables Trustee, if Buyer so directs) a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and by the Receivables balance as of the RPA Closing Date. (d) In connection with such sale and conveyance, including such sale and conveyance made pursuant to Section 2.1(a), RPA Seller agrees (i) to record and -------------- file, at its own expense, any financing statement for the purchase of the Note by the Buyer, the Company shall issue accounts with respect to the Buyer at Existing Assets and the closing on Transferred Assets, including the Closing Date Receivables now existing and hereafter created in respect of each Account (including Receivables in Additional Accounts), meeting the December Closing Date Warrant initially entitling requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) sale of the number of shares issuable upon conversion of Existing Assets and the Note on the Closing Date. The Company shall not be obligated Transferred Assets from RPA Seller to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 deliver a file-stamped copy of such financing statements or other evidence of such filings (which may, for purposes of this Agreement have been satisfied by Section 2.1, consist of telephone confirmations of such filings) to Buyer (or to ----------- the Company. In consideration of the Receivables Trustee, if Buyer agreeing to enter into this Agreement, the Company shall also issue so directs) on or prior to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIRPA Closing Date.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements (as defined below), the Buyer hereby agrees to purchase loan to the Company the principal amount specified on the Buyer's signature page of this Agreement (the "Purchase Price"), out of the aggregate amount being loaned by all Buyers of US $1,000,000 (the "Aggregate Purchase Price"). The Buyers and the Other Buyers have agreed that the Company may enter into one or more Permitted New Transactions (as defined below), in which event the term "Aggregate Purchase Price" shall be deemed to refer to the sum of (x) the aggregate amount loaned by all Buyers under this Agreement and (y) the aggregate amount loaned by all parties identified as Buyers under such Permitted New Transactions; provided, however, that in no event will the Aggregate Purchase Price be more than $1,500,000 (the "Maximum Aggregate Purchase Price") (ii) The obligation to repay the loan of the relevant Purchase Price from the Buyer shall be evidenced by the Company, and the Company hereby agrees to sell 's issuance of one or more Notes to the Buyer, on the Closing Date, the Note Buyer in the principal amount equal to of one hundred eight percent (108%) of the Purchase Price and having paid by the terms and conditions Buyer on or in connection with the Closing Date. Each Note shall be payable on the date (the "Stated Maturity Date") which is one hundred twenty days after the Closing Date or the date on which the New Transaction Threshold (as set forth defined below) occurs. Each Note, which shall be shall be in the form of the Note attached hereto as Annex ANNEX I for the Purchase Priceannexed hereto. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase Repayment of the Note shall be secured under the terms of a Security Interest Agreement between the Company, as debtor, and the Buyer, as secured party (the "Security Interest Agreement"), substantially in the form annexed hereto as ANNEX V. (iii) In consideration of the loan to be made by the Buyer, the Company shall will issue to such Buyer the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of the Company's Common Stock equal as provided in Section 4 hereof. (iv) The loan to seventy percent (70%) of be made by the number of shares issuable upon conversion Buyer and the issuance of the Note on and the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until and the Company shall, other transactions contemplated hereby are sometimes referred to herein and in its sole discretion, have given the Company Put Notice to other Transaction Agreements as the Buyer, whereupon purchase and sale of the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long Securities (as (i) the Company Put Notice has been delivered to the Buyerdefined below), and (ii) are referred to collectively as the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI"Transactions."

Purchase. Upon On the terms Effective Date and subject from time to the conditions time (each such date of this Agreementsale, a “Sale Date”), Purchaser shall purchase from each Seller, and each Seller shall sell to Purchaser, the Buyer hereby agrees Receivables (or, in the case of Eligible Bank Partner Receivables, the related Participation Interest) listed on Schedule I hereto, as may be updated from time to purchase from time by any Seller (each such purchase, a “Purchase”) for the CompanyPurchase Price of the Eligible Receivables sold (or, and in the Company hereby agrees to sell to case of Eligible Bank Partner Receivables, the Buyer, on the Closing related Participation Interest sold) in such Purchase. On each Sale Date, the Note applicable Seller shall and hereby does sell, transfer, assign, set over and convey to Purchaser all rights, title and interest of such Seller in and to the Receivables sold (or, in the principal amount equal case of Eligible Bank Partner Receivables, the related Participation Interest sold) to Purchaser on such Sale Date. The Receivables Balance of the Purchased Receivables shall be calculated and agreed to by the Parties, and each Seller’s applicable portion of any applicable Purchase Price and having the terms and conditions as set forth shall be paid by Purchaser to each Seller by wire transfer of immediately available funds in the form accordance with instructions previously provided in writing by each Seller. The Purchase Price may be paid in several transfers of the Note attached hereto as Annex I for funds which in total will equal the Purchase Price. To the extent the Purchase Price for the related Purchased Receivables exceeds the aggregate amount of cash available to be paid by Purchaser, such excess shall be treated as a capital contribution by the applicable Seller to Purchaser. The Company closing (“Closing”) of any Purchase shall have the right to require the Buyer to purchase the Note by delivering occur at a location mutually agreeable to the Buyer a Company Put Notice on December 14Parties. At the Closing, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer each Seller shall be obligated provide access or otherwise make available to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase Purchaser or one of its designees all of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIPortfolio Documents.

Purchase. Upon (a) In consideration of the terms payment of the Purchase Price as provided herein, CompuCredit does hereby sell, transfer, assign, set over and subject otherwise convey to CFC (the conditions “Conveyance”), without recourse except as provided herein, all its right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables existing at the close of this Agreement, business on the Buyer hereby agrees Initial Cut-Off Date and arising in the Initial Accounts (including Transferred Accounts and Related Accounts related to purchase from the Companysuch Initial Accounts), and all Receivables existing on each Addition Cut-Off Date and arising in the Company hereby agrees related Additional Accounts (including Transferred Accounts and Related Accounts related to sell such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all monies due or to become due and all amounts received or receivable with respect thereto, and all Collections with respect to such Receivables (all of the Buyer, foregoing being the “Purchased Assets”). The Receivables existing in the Initial Accounts on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer related Purchased Assets, shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 and hereby are satisfied. In connection with the purchase of the Note sold by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note CompuCredit and purchased by CFC on the Closing Date. The Company shall not be obligated to sell Receivables arising in the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on Initial Accounts after the Closing Date so long as and the related Purchased Assets shall be and hereby are sold by CompuCredit and purchased by CFC on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and the Receivables arising after the Addition Cut-Off Date and on or before the Addition Date, and the related Purchased Assets, shall be and hereby are sold by CompuCredit and purchased by CFC on the related Addition Date. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are sold by CompuCredit and purchased by CFC on the date such Receivables arise. (b) CompuCredit shall (i) the Company Put Notice has been delivered authorize and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the BuyerPurchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of such Purchased Assets from CompuCredit to CFC, and (ii) deliver a file-stamped copy of such financing statements or other evidence of such filings to CFC as soon as is practicable after filing. (c) CompuCredit shall, at its own expense, (i) on or prior to (x) the conditions Closing Date, in the case of the Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records that all Receivables arising in the Accounts and the related Purchased Assets have been conveyed to closing CFC in accordance with this Agreement and (ii) on or prior to the date referred to in clauses (i)(x) and (i)(y), deliver to CFC an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts as set forth soon as practicable after the Determination Date relating to the Monthly Period during which their respective Addition Dates occur) specifying for each such Account, as of the Initial Cut-Off Date, in Section 7 the case of the Initial Accounts, and the applicable Addition Cut-Off Date, in the case of Additional Accounts, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Each Account Schedule, as supplemented from time to time, shall be delivered to CFC. Once the books and records referenced in clause (i) of this paragraph have been indicated with respect to any Purchased Asset, CompuCredit agrees not to alter such indication during the remaining term of this Agreement have been satisfied unless and until CompuCredit has taken such action as is necessary or advisable to cause the interest of CFC in the Purchased Assets to continue to be perfected and of first priority. (d) The parties hereto intend that the conveyance to CFC by CompuCredit of the CompanyPurchased Assets shall constitute a sale and not a secured borrowing including for accounting purposes. In consideration the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, this Agreement shall constitute a security agreement under applicable law, and CompuCredit hereby grants to CFC a first priority perfected security interest in all of CompuCredit’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Buyer agreeing Purchased Assets and the proceeds thereof to enter into this Agreement, secure the Company shall also issue to the Buyer on the closing date obligations of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XICompuCredit hereunder.

Purchase. Upon (a) RPA Seller agrees to contribute, and does -------- hereby contribute to Buyer, and Buyer agrees to accept, and does hereby accept, from RPA Seller on the terms RPA Closing Date, all of the Existing Assets. The contribution and sales of the Existing Assets from RPA Seller to Buyer are subject in each case to any rights in the Existing Assets transferred, assigned, set over or otherwise conveyed to the conditions FCMT Trustee pursuant to the Existing Pooling Agreement. It is understood and agreed that the obligations of RPA Seller specified herein with respect to the Receivables, including its repurchase obligations under Article VI of this Agreement, the Buyer hereby agrees shall apply to purchase from the Companyall Receivables, and the Company hereby agrees to sell to the Buyerwhether originated before, on or after the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the RPA Closing Date. The Company shall not be obligated RPA Seller and Buyer hereby agree that each existing Receivable sold by RPA Seller to sell First Consumers Master Trust pursuant to the Note or issue such December Existing Pooling Agreement before the RPA Closing Date Warrant shall be deemed for all purposes (including the representations and warranties in the second sentence of Section 4.1(l) and RPA Seller's -------------- repurchase obligations under Section 6.1) to have been sold by RPA Seller ------------ to Buyer on the date on which it was so sold to First Consumers Master Trust. RPA Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to Buyer until hereby and which are maintained with RPA Seller or of which RPA Seller has possession, shall be so maintained and held by RPA Seller on behalf and for the Company shallbenefit of Buyer, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon accordance with the terms and subject to the conditions of this Agreement. The Additionally, for purposes of perfecting Buyer's security interest in bank accounts pledged to RPA Seller, which security interest RPA Seller has transferred to Buyer acknowledges hereunder, this Agreement constitutes and agrees that it will shall be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as deemed (i) the Company Put Notice has been delivered notice to the RPA Seller by Buyer of Buyer's security interest in such bank accounts, and (ii) RPA Seller's acknowledgment of and consent to Buyer's notice and Buyer's security interest in such bank accounts. (b) Subject to and upon the terms and conditions hereinafter set forth, RPA Seller (i) hereby sells, transfers, conveys, and assigns to closing Buyer, without recourse, all of RPA Seller's right, title, and interest in, to, and under the Receivables existing at the opening of business on the RPA Closing Date (excluding Receivables in respect of Defaulted Accounts), and thereafter created in respect of each Account listed on Schedule One ------------- identified by account number and by Receivable balance as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing RPA Closing Date and each Account automatically designated pursuant to enter into this AgreementSection -------- 2.2 (c) together with all monies due or to become due with respect thereto ------ (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the Company shall also issue rights to receive amounts paid or payable as Interchange with respect to such Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all the foregoing (the "Transferred ----------- Assets"), and (ii) subject to the Buyer provisions of Section 2.2, on each ------ ----------- Addition Date RPA Seller shall sell, transfer, convey and assign to Buyer, without recourse, all of RPA Seller's rights, titles, and interests in, to, and under the Receivables then existing or thereafter created in respect of each Additional Account designated in a Supplemental Conveyance (excluding those referred to in clause (i) above) effective on the closing date Addition Date ---------- therefore, together with all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to such Additional Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all of the Other Note Purchase Agreement foregoing (all of which, upon any such conveyance, shall be included in the July 2006 Warrant, attached hereto as Annex XITransferred Assets).

Purchase. Upon (a) This Warrant may be exercised by the terms and subject to Registered Holder, in whole or in part, by surrendering this Warrant, with the conditions purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of this Agreement, the Buyer hereby agrees to purchase from the Company, and or at such other office or agency as the Company hereby agrees to sell to may designate, accompanied by payment in full, in lawful currency of the BuyerUnited States, on the Closing Date, the Note in the principal amount equal to of the Purchase Price and having the terms and conditions as set forth payable in the form respect of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to seventy percent pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (70%i) the total Purchase Price payable in respect of the number of shares issuable Warrant Shares being purchased upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and exercise by (ii) the conditions excess of the Fair Market Value per share of Common Stock as of the effective (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to closing be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as set forth in Section 7 of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Agreement Warrant pursuant to this Subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been satisfied by effected immediately prior to the Companyclose of business on the day on which this Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above. In consideration of the Buyer agreeing to enter into this AgreementAt such time, the Company person or persons in whose name or names any certificates for Warrant Shares shall also issue be issuable upon such exercise as provided in Subsection 1(d) below shall be deemed to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.have become the

Purchase. Upon (a) termination of this Agreement for any reason, unless otherwise agreed in writing by the terms and subject parties, or (b) ten (10) days' notice by Purchaser to Bank, Purchaser or any designee or assignee of Purchaser shall purchase, without recourse to the conditions Bank, all right, title and interest of this AgreementBank in and to all of (or in the case of termination under subsection 4.1(b), all or a portion of) the Buyer hereby agrees to purchase from Cards, Receivables, accounts, customers, customer records and other assets of the Company, and the Company hereby agrees to sell Bank directly related to the Buyer, on Marketer Card Portfolio (herein the Closing Date, "Portfolio Assets"). The purchase price for the Note in the principal Portfolio Assets shall be an amount equal to the Purchase Price and having unpaid principal balance of all Receivables owned by the terms and conditions as set forth Bank under Cards in the form Marketer Card Portfolio that have not previously been purchased by Purchaser hereunder. The purchase price under this Section 4.1 shall be payable in immediately available funds upon the closing of the Note attached hereto as Annex I for sale of the Purchase PricePortfolio Assets hereunder. The Company shall have parties hereby agree, at the right other party's request and without further consideration, to execute and deliver such instruments of conveyance and transfer and to take such other actions as a party may reasonably require the Buyer to purchase the Note by delivering promptly convey, transfer and vest in Purchaser or any designee or assignee of Purchaser a perfected ownership interest in and good and marketable title to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile Portfolio Assets. Any third-party costs associated with the purchase under this Section 4.1 shall be paid by the Company Put Notice Date and Purchaser at the Buyer shall be obligated to purchase time of the Notes specified in such Company Put Notice if closing of the conditions to closing set forth in Section 7 are satisfiedsale of the Portfolio Assets. In connection with the purchase termination of this Agreement and the sale of the Note Portfolio Assets, Bank shall use all reasonable efforts to transfer the Cardholder accounts and records, and, if requested, Purchaser's dedicated BIN and ICA, to a successor financial institution that is licensed and authorized by VISA and MasterCard to issue credit cards. Bank shall also use good faith efforts to accommodate the Buyer, the Company shall issue administrative and processing needs of Purchaser with regard to the Buyer at Marketer Card Portfolio after the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions termination of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company Bank shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.continue to

Purchase. Upon the terms (a) The Securitization Company Agent shall offer -------- Interests for sale on each Liquidity Event Date and subject shall offer to the conditions relevant Liquidity Providers Participation Interests or Ownership Interests for sale on each Liquidity Provider Event Date and Certificate Purchase Event Date by delivery of this Agreementa notice to that effect (the "Notice of Purchase"). Such Notice of Purchase must be given no later than 12:00 noon (New York City time) on the Business Day of such purchase, shall be sent by telecopier, telex or cable to the Liquidity Agent, the Buyer hereby agrees Series Representative and all Liquidity Providers concurrently (with a copy to purchase from the CompanyRating Agencies), and shall specify (i) the Company hereby agrees date of such purchase, (ii) whether a Participation Interest or an Ownership Interest is being purchased, (iii) the Certificate Interest to sell to the Buyerbe purchased (if a Participation Interest is being purchased), on the Closing Date, the Note in the principal amount equal to (iv) the Purchase Price for such Liquidity Provider payable by such Liquidity Provider on such Purchase Date and having (v) the account into which the Purchase Price is to be deposited. On each such Purchase Date for a Liquidity Provider, such Liquidity Provider shall purchase, without recourse to CRC other than as set forth herein, and otherwise on the terms and conditions herein set forth, Participation Interests or Ownership Interests that the Securitization Company Agent, as the agent for CRC, offers for sale. Upon delivery of a Notice of Purchase to any Liquidity Provider on a Purchase Date, prior to 3:45 P.M. (New York City time) on such Purchase Date, each such Liquidity Provider shall pay to the Securitization Company Agent for the account of CRC in immediately available funds in United States dollars, by depositing to the account designated in the Notice of Purchase, such Liquidity Provider's Purchase Price. In the event that the Notice of Purchase delivered on a Purchase Date does not contain the Purchase Price, such Liquidity Provider shall nevertheless be obligated to make such purchase as of such Purchase Date, but shall remit the Purchase Price therefore upon notice from the Securitization Company Agent of such Purchase Price. (b) Notwithstanding the foregoing, a Liquidity Provider shall not be obligated to make a purchase under Section 2(a) above if, (i) on the date of such purchase an Insolvency Event shall have occurred with respect to CRC, (ii) after giving effect to such purchase, the aggregate Purchase Price paid by such Liquidity Provider would exceed such Liquidity Provider's Maximum Liquidity Commitment or (iii) to the extent the amount of such purchase is in excess of the Purchase Price for such Liquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein. (c) Each Liquidity Provider's obligation hereunder shall be several, such that the failure of any Liquidity Provider to make payment pursuant to subsection (a) above to the Securitization Company Agent in connection with any purchase hereunder shall not relieve any other Liquidity Provider of its obligation hereunder to make payment pursuant to subsection (a) above for any purchase, and if any Liquidity Provider shall fail to purchase or make payment pursuant to subsection (a) above for any purchase hereunder, each remaining Liquidity Provider shall (subject to the provisions of subsection (b) above) purchase a pro rata portion of the Participation Interest or Ownership Interest, as the case may be, that was to be purchased by the defaulting Liquidity Provider. (d) Each Liquidity Provider's Liquidity Commitment shall be irrevocable from the effective date of this Agreement or as set forth in the form applicable Assignment, as the case may be, until the earlier of the Note attached hereto as Annex I for Purchase Termination Date or the date on which the Liquidity Agent notifies the Liquidity Providers that the Certificate Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail Agreement has been terminated and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified all amounts due in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase respect of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, Invested Amount and Interest have been paid in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as full notwithstanding (i) any determination that the Company Put Notice has been delivered to purchase hereunder or the Buyer, and applicable Assignment is void or invalid or (ii) the conditions failure on the part of CRC or any other party to closing execute such documents or consent to such purchase. (e) The Securitization Company Agent shall determine whether any date is a Purchase Date, and if a Purchase Date shall occur, the Securitization Company Agent, as set forth agent for CRC, shall sell a Participation Interest in a Certificate Interest or Ownership Interest in the Certificate, as the case may be, to the Liquidity Providers in accordance with the provisions of this Agreement. (f) Upon the purchase of an Ownership Interest pursuant to Section 7 2(a) hereof, the Securitization Company Agent on behalf of CRC shall present the Certificate to the Trustee for transfer to the Liquidity Providers and the Trustee shall register new Certificates in the names of each applicable Liquidity Provider, reflecting each applicable Liquidity Provider's ownership of its Percentage of the Certificate. In the event the Trustee is unable to deliver new Certificates on the date of any purchase of an Ownership Interest in accordance with this Agreement, then each Liquidity Provider shall be deemed to have purchased a Participation Interest in a Certificate Interest equal to 100% of the Certificate which shall convert to an Ownership Interest on the date the Certificates are delivered to each applicable Liquidity Provider. (g) Each Liquidity Provider hereby covenants and agrees to remit to the Securitization Company Agent, on behalf of CRC, CRC's pro rata share of any payments of Interest paid to and received by such Liquidity Provider in respect of the Invested Amount for any Interest Period during which CRC was the holder of the interest in the Trust represented by the portion of the Invested Amount assigned to such Liquidity Provider. For the purposes of this subsection (i), CRC's pro rata share shall be based upon the number of days during such Interest Period that CRC held the portion of the Invested Amount assigned to such Liquidity Provider. The obligations of each Liquidity Provider under this subsection (i) shall survive the termination of this Agreement have been satisfied by as to such Liquidity Provider. (h) Notwithstanding the Company. In consideration foregoing, nothing contained in this Agreement shall limit or otherwise restrict the right of CRC to assign and transfer the Certificate or any portion of the Buyer agreeing Invested Amount to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIany Person other than a Liquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Ninth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Ninth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such Ninth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Ninth Issuer Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Ninth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Ninth Issuer Notes, or Abbey notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Ninth Issuer Notes, the non-defaulting Underwriters or Abbey shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Ninth Issuer Notes. Any substitute purchaser of Ninth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Ninth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase from of Ninth Issuer Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Ninth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the Ninth Issuer Notes, then Abbey shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Ninth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Ninth Issuer Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Ninth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Ninth Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Ninth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Ninth Issuer Notes, or if Abbey shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Ninth Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue issue, sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Company, free and clear of all encumbrances (other than restrictions under applicable securities law or set forth in this Agreement): a. on the last trading day of the first calendar month following the date of this Agreement (the “First Closing Date”), a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the Nasdaq Capital Market (“Nasdaq”) on the First Closing Date, rounded down to the Buyer next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i); b. on the closing last trading day of the second calendar month following the date of this Agreement (the Other Note Purchase “Second Closing Date”), a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the Nasdaq on the Second Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i); c. on the last trading day of the third calendar month following the date of this Agreement (the July 2006 Warrant“Third Closing Date”), attached hereto as Annex XIa number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the Nasdaq on the Third Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i); d. on the last trading day of the fourth calendar month following the date of this Agreement (the “Fourth Closing Date”), a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the Nasdaq on the Fourth Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i); e. on the last trading day of the fifth calendar month following the date of this Agreement (the “Fifth Closing Date”), a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the Nasdaq on the Fifth Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i); and f. on the last trading day of the sixth calendar month following the date of this Agreement (the “Sixth Closing Date”), a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the Nasdaq on the Sixth Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i).

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal of $2,210,000.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as ANNEX III listing all of the Company’s assets (including all of the Buyer Trust Deed Notes (defined below) and the Buyer Notes (defined below)) as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall pay (i) the principal amount set forth on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to the Company the Buyer Trust Deed Notes and the Buyer Notes (the sum of the principal amount of the Buyer Trust Deed Notes and the Buyer Notes, together with the Initial Cash Purchase Price Price, the “Purchase Price”). Buyer Trust Deed Note #1, Buyer Trust Deed Note #2 and having Buyer Trust Deed Note #3 (each as defined below, and referred to herein collectively as the “Buyer Trust Deed Notes”) shall be secured on the Closing Date by a Trust Deed substantially in the form attached hereto as ANNEX IV, as the same may be amended from time to time (the “Trust Deed”), subject to Section 2.1(d). Initially, only the Buyer Trust Deed Notes will be secured by the Trust Deed pursuant to the terms and conditions of the Trust Deed, the Buyer Trust Deed Notes and this Agreement, but the Buyer Notes (as defined below) may become secured subsequent to the Closing pursuant to Section 2.1(e) and the terms and conditions of the Buyer Notes. The Initial Cash Purchase Price shall be paid in accordance with the Wire Instructions. The Purchase Price is allocated to the Tranches (as defined in the Note) of the Note and to the Warrants as set forth in the form of the Note table attached hereto as Annex I ANNEX V. (b) In consideration for the Purchase Price, the Company shall, at the Closing: (i) Issue to the Buyer: (A) the Warrant #1 to Purchase Shares of Common Stock, exercisable on or after the Closing Date, substantially in the form attached hereto as ANNEX VI (“Warrant #1”); (B) the Warrant #2 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Trust Deed Note #1 (defined below) in full, substantially in the form attached hereto as ANNEX VII (“Warrant #2”); (C) the Warrant #3 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Trust Deed Note #2 (defined below) in full, substantially in the form attached hereto as ANNEX VIII (“Warrant #3”); (D) the Warrant #4 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Trust Deed Note #3 (defined below) in full, substantially in the form attached hereto as ANNEX IX (“Warrant #4”); (E) the Warrant #5 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Note #1 (defined below) in full, substantially in the form attached hereto as ANNEX X (“Warrant #5”); (F) the Warrant #6 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Note #2 (defined below) in full, substantially in the form attached hereto as ANNEX XI (“Warrant #6”); and (G) the Warrant #7 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Note #3 (defined below) in full, substantially in the form attached hereto as ANNEX XII (“Warrant #7,” and together with Warrant #1, Warrant #2, Warrant #3, Warrant #4, Warrant #5 and Warrant #6, the “Warrants”). The Company shall have the right to require and the Buyer hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all such Warrants are being issued at the Closing, (2) the Buyer is assuming the economic risk of investment with respect to purchase all of the Note Warrants as of the Closing, (3) the Buyer is not providing any additional consideration for the Warrants post-Closing even though some of the Warrants will not be exercisable until after the Closing Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by delivering the Buyer as of the Closing Date. (ii) Cause Xxxx (A) to execute and deliver to the Buyer the Subordination Agreement substantially in the form attached hereto as ANNEX XIII (the “Subordination Agreement”), whereby the Xxxx Xxxx shall be subordinated to all Buyer Liens, and (B) to terminate all UCC financing statements Xxxx has filed or caused to be filed in connection with the Xxxx Xxxx by filing no later than the Closing all necessary UCC termination statements (following notice from the Buyer after the Closing that the Buyer has filed all UCC financing statements the Buyer deems necessary to perfect all Buyer Liens, Xxxx shall then be permitted to file desired UCC financing statements with respect to the Xxxx Xxxx). (iii) Execute and deliver to Buyer a Request for Full Reconveyance (the “Request”) substantially in the form attached hereto as ANNEX XIV. The Request shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as ANNEX XV (the “Escrow Agreement”). (iv) Execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as ANNEX XVI (the “Transfer Agent Letter”). (v) Execute and deliver to the Buyer a Company Put Notice on December 14Registration Rights Agreement substantially in the form attached hereto as ANNEX XVII (the “Registration Rights Agreement”). (c) At the Closing, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated deliver to purchase the Notes specified Company the following: (i) the Initial Cash Purchase Price; (ii) the Buyer Trust Deed Note #1 in such Company Put Notice if the conditions to closing set forth principal amount of $250,000.00 duly executed and substantially in Section 7 are satisfied. In connection the form attached hereto as ANNEX XVIII (the “Buyer Trust Deed Note #1”); (iii) the Buyer Trust Deed Note #2 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XIX (the “Buyer Trust Deed Note #2”); (iv) the Buyer Trust Deed Note #3 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XX (the “Buyer Trust Deed Note #3”); (v) the Buyer Note #1 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XXI (the “Buyer Note #1”); (vi) the Buyer Note #2 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XXII (the “Buyer Note #2”); and (vii) the Buyer Note #3 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XXIII (the “Buyer Note #3,” and together with the purchase of the Buyer Note by the Buyer#1 and Buyer Note #2, the Company shall issue “Buyer Notes”). (viii) the Trust Deed duly executed and notarized and substantially in the form attached hereto as ANNEX IV; (d) Notwithstanding anything to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to contrary herein, the Buyer until the Company shallmay, in its sole discretion, have given the Company Put Notice add additional collateral to the Buyercollateral covered by the Trust Deed (the “Collateral”), whereupon and may, with the consent of the Company, not to be unreasonably withheld, substitute collateral provided that the fair market value of the substituted Collateral may not be less than the aggregate principal balance of the Buyer Trust Deed Notes as of the date of any such substitution. In the event of a substitution of collateral, the Buyer shall timely execute any and all documents necessary or advisable in order to properly grant a first priority security interest upon the substitute collateral in favor of the Company, and the Company shall take such other measures as are necessary or advisable in order to accomplish the intent of the Transaction Documents, including without limitation, execution of a Request to release a lien against the original Collateral within five (5) Trading Days after written request from Buyer. The intent of the parties is that fair market value of the Collateral will be obligated to sell the Note and issue such December Closing Date Warrant equal to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration outstanding balances of the Buyer agreeing Trust Deed Notes. To the extent the fair market value of the Collateral is less than the total outstanding balance of all the Buyer Trust Deed Notes, then the Collateral will be deemed to enter into this Agreementonly secure those Buyer Trust Deed Notes with an aggregate outstanding balance that is less than or equal to the fair market value of the Collateral, applied in numerical order of the Buyer Trust Deed Notes. By way of example only, if the fair market value of the Collateral is determined by appraisal to be $500,000, then the Collateral will be deemed to secure only Buyer Trust Deed Note #1 and Buyer Trust Deed Note #2. If the Collateral is subsequently appraised for $1,000,000, then the Collateral will automatically be deemed to secure all of the Buyer Trust Deed Notes. (e) Provided that the Buyer Notes have not been paid in full or offset by either the Company or the Buyer in accordance with the terms of the Transaction Documents, the Company shall also issue Buyer agrees to collateralize the Buyer on Notes after the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIBuyer Trust Deed Notes have been paid or offset in full.

Purchase. Upon (a) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal of $280,000.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as ANNEX III (the “Company Security Agreement”) listing the Secured Buyer Note (defined below) as security for the Company’s obligations under the Transaction Documents. In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to the Company the Secured Buyer Note (the principal amount of the Secured Buyer Note, together with the Initial Cash Purchase Price, the “Purchase Price”). Subject to Section 2.1(d), the Secured Buyer Note shall be secured by the Membership Interest Pledge Agreement substantially in the form attached hereto as ANNEX VIII, as the same may be amended from time to time (the “Pledge Agreement”). The Initial Cash Purchase Price and having shall be paid to the terms and conditions Company in accordance with the Wire Instructions. The Purchase Price is allocated to the Tranches (as defined in the Note) of the Note as set forth in the form of the Note table attached hereto as Annex I ANNEX IX. (b) In consideration for the Purchase Price. The , the Company shall have shall, at the right Closing (defined below): (i) execute and deliver to require the Buyer the Company Security Agreement; (ii) execute and deliver to purchase the Note by delivering Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto as ANNEX IV (the “Transfer Agent Letter”); (iii) cause to be executed and delivered to the Buyer a Company Put Notice on December 14fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as ANNEX V (together, 2006 by electronic mail the “Secretary’s Certificate”); (iv) cause to be executed and facsimile by delivered to the Company Put Notice Date Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as ANNEX VI (the “Share Issuance Resolution”); and (v) execute and deliver to the Buyer the Pledge Agreement. (c) At the Closing, the Buyer shall be obligated deliver the Purchase Price to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to by delivering the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as following: (i) the Company Put Notice has been delivered to the Buyer, Initial Cash Purchase Price; and (ii) the conditions Secured Buyer Note in the principal amount of $125,000 duly executed and substantially in the form attached hereto as ANNEX X (the “Secured Buyer Note”). (d) At the Closing, the Buyer shall execute the Pledge Agreement, thereby granting to closing as the Company a security interest in the collateral described therein (the “Collateral”). The Buyer also agrees to file a UCC Financing Statement (Form UCC1) with the Illinois Secretary of State in the manner set forth in Section 7 the Pledge Agreement in order to perfect the Company’s security interest in the Collateral. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Buyer may, in the Buyer’s sole discretion, add additional collateral to the Collateral covered by the Pledge Agreement, and may substitute Collateral as the Buyer deems fit, provided that the net fair market value of the substituted Collateral may not be less than the principal balance of the Secured Buyer Note as of the date of any such substitution. In the event of a substitution of Collateral, the Buyer shall timely execute any and all amendments and documents necessary or advisable in order to properly release the original collateral and grant a security interest upon the substitute collateral in favor of the Company, including without limitation the filing of an applicable UCC Financing Statement Amendment (Form UCC3) with the Illinois Secretary of State. The Company agrees to sign the documents and take such other measures requested by the Buyer in order to accomplish the intent of this Agreement have been satisfied section, including without limitation, execution of a Form UCC3 (or equivalent) termination statement against the Collateral within five (5) Trading Days after written request from the Buyer. The Company acknowledges and agrees that the Collateral may be encumbered by the Companyother monetary liens in priority and/or subordinate positions. In consideration The intent of the Buyer agreeing to enter into this Agreement, parties is that the Company shall also issue to the Buyer on the closing date net fair market value of the Other Note Purchase Agreement Collateral (less any other prior liens or encumbrances) will be equal to or greater than the July 2006 Warrant, attached hereto as Annex XIaggregate outstanding balance of the Secured Buyer Note.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Seventh Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Class A Seventh Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class A Seventh Issuer Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Class A Seventh Issuer Notes, then ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non- defaulting Underwriters to purchase such Class A Seventh Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Managers on behalf of the non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Class A Seventh Issuer Notes, or ANPLC notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Class A Seventh Issuer Notes, the non-defaulting Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class A Seventh Issuer Notes. Any substitute purchaser of Class A Seventh Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Class A Seventh Issuer Notes. If either Class B/M Underwriter shall default in its obligation to purchase from Class B/M Seventh Issuer Notes which it has agreed to purchase hereunder, the Companynon-defaulting Class B/M Underwriter may in its discretion arrange to purchase, and or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class B/M Seventh Issuer Notes on the Company hereby agrees terms contained herein. If within thirty-six hours after such default by either Class B/M Underwriter, the non-defaulting Class B/M Underwriter does not arrange for the purchase of such Class B/M Seventh Issuer Notes, then ANPLC shall be entitled to sell a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Buyernon-defaulting Class B/M Underwriter to purchase such Class B/M Seventh Issuer Notes on such terms. In the event that, on within the respective prescribed periods, the non-defaulting Class B/M Underwriter notifies ANPLC that the non-defaulting Class B/M Underwriter has so arranged for the purchase of such Class B/M Seventh Issuer Notes, or ANPLC notifies the non-defaulting Class B/M Underwriter that they have so arranged for the purchase of such Class B/M Seventh Issuer Notes, the non-defaulting Class B/M Underwriter or ANPLC shall have the right to postpone the Closing DateDate for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class B/M Seventh Issuer Notes. Any substitute purchaser of Class B/M Seventh Issuer Notes pursuant to this paragraph shall be deemed to be a Class B/M Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Class B/M Seventh Issuer Notes. (b) If, after giving effect to any arrangements for the purchase of Class A Seventh Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in CLAUSE 3.1(A) above, the Note in aggregate principal amount of the Class A Seventh Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Class A Seventh Issuer Notes, then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I Class A Seventh Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Class A Seventh Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Class A Seventh Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the Purchase Pricepurchase of Class B/M Seventh Issuer Notes of a defaulting Class B/M Underwriter by the non-defaulting Class B/M Underwriter, as provided in CLAUSE 3.1(A) above, the aggregate principal amount of the Class B/M Seventh Issuer Notes which remains unpurchased does not exceed 10 per cent. The Company of the aggregate principal amount of all Class B/M Seventh Issuer Notes, then ANPLC shall have the right to require the Buyer non-defaulting Class B/M Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Class B/M Seventh Issuer Notes which such Class B/M Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Class B/M Underwriter to purchase its pro rata share (based on the principal amount of the Class B/M Seventh Issuer Notes specified in which such Company Put Notice if Class B/M Underwriter agreed to purchase hereunder) of the conditions principal amount of the Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Class B/M Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Class A Seventh Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in CLAUSE 3.1(A) above, the Company aggregate principal amount of the Class A Seventh Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Class A Seventh Issuer Notes, or if ANPLC shall issue not exercise the right described in CLAUSE 3.1(B) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Class A Seventh Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Note on principal amount of the Closing DateClass B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter by the non-defaulting Class B/M Underwriter as provided in CLAUSE 3.1(A) above, the aggregate principal amount of the Class B/M Seventh Issuer Notes which remains unpurchased exceeds 10 per cent. The Company of the aggregate principal amount of all Class B/M Seventh Issuer Notes, or if ANPLC shall not be obligated exercise the right described in CLAUSE 3.1(B) above to sell require the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound non-defaulting Class B/M Underwriter to purchase the Note and December Closing Date Warrant Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter, then this Agreement shall thereupon terminate, without liability on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration part of the Buyer agreeing to enter into this Agreement, the Company non-defaulting Class B/M Underwriter; but nothing herein shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIrelieve a defaulting Class B/M Underwriter from liability for its default.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to purchase from loan to the Company the principal amount set forth on the Buyer's signature page of this Agreement (the "Total Purchase Price"),(1) out of the aggregate amount being loaned by all Buyers of $10,000,000(the "Aggregate Purchase Price"). (ii) The Total Purchase Price shall be paid by the Buyer as follows: (x) one hundred percent (100%) of the Total Purchase Price (the "Initial Purchase Price") shall be paid on the Initial Closing Date (as defined below) and (y) the balance of the Total Purchase Price (the "Additional Purchase Price") shall be paid on the (1) The minimum Total Purchase Price per Buyer named on a signature page is $100,000, unless the Company, in its sole and absolute discretion, waives this minimum with respect to any specific Buyer. (3) The applicable portion of the Company hereby agrees Total Purchase Price payable on or in connection with the relevant Closing Date (as defined below) is referred to sell as the "Purchase Price" for such Closing Date. Payments for each Closing Date shall be made as provided in Section 1(c) hereof. The aggregate Initial Purchase Price of all Buyers is referred to as the "Aggregate Initial Purchase Price." The aggregate Additional Purchase Price of all Buyers is referred to as the "Aggregate Additional Purchase Price." (iii) The obligation to repay the loan from the Buyer shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Buyer in such principal amount (the Convertible Debentures issued to the Buyer, on the "Debentures"). Each Debenture (i) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I, and (iii) shall be secured pursuant to the terms of the Security Interest Agreement substantially in the form annexed hereto as Annex VIII (the "Security Interest Agreement"). (iv) With respect to each Closing Date, the Note in Company will deliver the principal amount equal relevant Certificates (as defined below) to the Purchase Price Escrow Agent as provided in Section 1(c) hereof. (v) The loan to be made by the Buyer and having the terms and conditions as set forth in the form issuance of the Note attached hereto as Annex I for Debentures and the Purchase Price. The Company shall have Warrants (collectively, the right to require the Buyer to purchase the Note by delivering "Purchased Securities") to the Buyer a Company Put Notice on December 14, 2006 by electronic mail are sometimes referred to herein and facsimile by in the Company Put Notice Date other Transaction Agreements as the purchase and sale of the Debentures and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIWarrants.

Purchase. Upon Subject to the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby Seller agrees to sell to and transfer the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered Securities to the Buyer, and the Buyer agrees to purchase the Securities from the Seller, for cash in an amount, equal to all accrued and unpaid interest on such Securities through (but not including) the Closing Date (as hereinafter defined), provided that if the Closing Date is also an Interest Payment Date, then interest on the Securities payable on such Interest Payment Date will instead be payable to the holder in whose name the Securities are registered at the close of business on January 1, 2013, plus an amount equal to 59.75% of the original principal amount of such Securities (the “Purchase Price”). Notwithstanding the foregoing, if the Buyer enters into other separately negotiated Notes Repurchase Agreements or other arrangements since June 30, 2012 for its 8.50% Convertible Senior Notes due 2026 prior to the Closing, (a) Buyer will promptly disclose to the Seller the material terms of all such agreements or arrangements (including, but not limited to, purchase price) and (b) the Purchase Price shall be increase to the highest purchase price for all 8.50% Convertible Senior Notes repurchased under such other agreements or arrangements. Payments will be made via the DTC system. Subject to the terms and conditions of this Agreement and effective upon payment for the Securities, the Seller waives any and all rights with respect to the Securities (including, without limitation, any existing or past defaults and the consequences thereof in respect of the Securities and the indenture under which the Securities were issued), and releases and discharges the Buyer from any and all claims (other than claims under this Agreement) that the Seller may have now, or may have in the future, arising out of, or related to, the Securities (including, without limitation, any claims that the Seller is entitled (i) to receive additional principal or interest payments with respect to the Securities, (ii) to convert the conditions to closing as set forth in Section 7 Securities into cash, shares of this Agreement have been satisfied by the Company. In consideration common stock of the Buyer agreeing Buyer, or both, or (iii) to enter into this Agreement, the Company shall also issue to the Buyer on the closing date participate in any redemption or defeasance of the Other Note Purchase Agreement Securities or be entitled to any of the July 2006 Warrant, attached hereto as Annex XIbenefits under the indenture under which the Securities were issued).

Purchase. Upon the terms and subject (a) Subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as hereof, the Purchaser hereby irrevocably tenders this Purchase (this “Purchase”) for that number of EQRE Tokens (“Tokens”) set forth on the signature page, which Tokens represent shares of the Company’s Series T Preferred Stock (“Preferred Stock”) in the form amount set forth on the “Purchase Amount” line on the Purchaser’s applicable signature page hereto (the “Signature Page”) or on the online subscription page. (b) This Purchase, when and if accepted by the Company, will constitute a commitment to contribute to the Company that portion of the Note Purchase Amount accepted by the Company (the “Commitment”), in accordance with the Delivery Instructions attached hereto as Annex I for Exhibit B. The Purchaser shall be admitted as a Token Holder in the Company (“Token Holder”) at the time this Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail is accepted and facsimile executed by the Company Put Notice Date and the Buyer shall Purchaser hereby irrevocably agrees to be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note bound by the BuyerCompany’s Amended and Restated Certificate of Incorporation and Bylaws (together, the “Company shall issue Documents”), copies of which are attached hereto as Exhibit G. This Agreement will become irrevocable with respect to the Buyer Purchaser at the closing on time of its submission to the Closing Date Company and may not be withdrawn by the December Closing Date Warrant initially entitling Purchaser unless the holder to purchase the number of shares of Common Stock equal to seventy percent Company rejects this Purchase. (70%c) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note may accept or issue such December Closing Date Warrant to the Buyer until the Company shallreject this Purchase, in whole or in part, in its sole discretion, have given . This Purchase shall be deemed to be accepted by the Company Put Notice and this Agreement shall be binding against the Company only upon execution and delivery to the BuyerPurchaser of the Acceptance of Purchase attached hereto. At the Closing, whereupon the Company will execute the Acceptance of Purchase and deliver notice of such Closing to the Purchaser within a reasonable time after such Closing. Upon such acceptance, the Purchaser shall be obligated issued the Tokens for which it has subscribed. Failure to sell deliver a fully-completed and executed Agreement may result in the Note Company rejecting this Purchase. (d) The Company has the unrestricted right to condition its acceptance of the Purchaser’s Purchase, in whole or in part, upon the receipt by the Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and issue such December Closing Date Warrant information requested by the Company in its sole discretion, including an opinion of counsel to the Buyer upon Purchaser, evidencing the terms and subject to the conditions legality of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) an investment in the Company Put Notice has been delivered to by the Buyer, Purchaser and (ii) the conditions to closing as set forth in Section 7 authority of the person executing this Agreement have been satisfied by on behalf of the Purchaser (collectively the “Additional Documents”), in addition to these Purchase Documents. (e) The Purchaser understands that the Company has entered into or expects to enter into separate Purchase agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Token Holders in the Company. In consideration This Agreement and such separate Purchase agreements are separate agreements and the sale arrangements between the Company and such other investors are separate sales. The Purchaser also acknowledges that the Company may enter into side letters with certain Token Holders (which may include the Purchaser) which contain terms different from those in this Agreement or amend and supplement certain provisions of the Buyer agreeing Company Agreement as it applies to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIsuch Token Holders.

Purchase. Upon (a) On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions of set forth in this Agreement, the Buyer hereby Company agrees to issue and sell to the Underwriters and the Underwriters agree to purchase from the Company, at the price, place and time specified, the total number of Firm Shares set forth in Schedule I hereto. The number of Firm Shares to be purchased by each Underwriter hereunder shall be that number of Firm Shares set forth in Schedule II opposite the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In addition, the Company hereby agrees to issue and sell to the BuyerUnderwriters up to the total number of Option Shares to the Underwriters, and the Underwriters, on the Closing Datebasis of the representations, warranties and agreements set forth herein and subject to the Note conditions set forth herein, have the option to purchase the Option Shares. Such option is granted solely for the purposes of covering over-allotments in the principal amount equal to sale of the Purchase Price Firm Shares and having is exercisable as provided herein. The price of both the terms Firm Shares and conditions the Option Shares shall be as set forth in Schedule I hereto. The number of Option Shares to be purchased by each Underwriter shall be the form same percentage of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right total number of Option Shares to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile be purchased by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in several Underwriters as such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase Underwriter is purchasing of the Note by Firm Shares, subject to such adjustments as the Buyer, the Company Representatives in their sole discretion shall issue make to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent eliminate any fractional shares. (70%b) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell deliver any of the Note or issue such December Shares to be delivered on the First Closing Date Warrant to (as defined in Section 3) or the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Second Closing Date Warrant (as defined in Section 3), as the case may be, except upon payment for all the Shares to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December purchased on such Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIprovided herein.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to purchase from loan to the Company the principal amount set forth on the Buyer's signature page of this Agreement (the "Aggregate Purchase Price"), out of the aggregate amount being loaned by all Buyers of $400,000 (the "Total Purchase Price"). (ii) The Aggregate Purchase Price shall be payable by the Buyer to the Company as follows: (a) sixty-two and one-half percent (62.5%) of the Aggregate Purchase Price (the "Initial Purchase Price") shall be deposited by the Buyer with the Escrow Agent on or before the Initial Closing Date (as defined below), and such Initial Purchase Price shall be released to the Company, subject to the terms of the Joint Escrow Instructions (as defined below), on the Initial Closing Date and (b) the Company hereby agrees balance of the Aggregate Purchase Price (the "Additional Purchase Price") shall be deposited with the Buyer as provided in Section 6 below and released to sell the Company, subject to the terms of the Joint Escrow Instructions, on the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid on the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. (iii) The obligation to repay the loan of the relevant Purchase Price from the Buyer shall be evidenced by the Company's issuance of one or more Convertible Notes to the Buyer in such principal amount (the Convertible Notes issued to the Buyer, on the Closing Date, the "Notes"). Each Note (a) shall provide for a Conversion Price (as that term is defined in the principal amount equal Notes), which price may be adjusted from time to as provided in the Purchase Price Note, and having (b) shall have the terms and conditions as set forth of, and be substantially in the form of the Note attached hereto as, ANNEX I. (iv) Prior to each Closing Date (as Annex I for defined below), the relevant Purchase Price. The Company Price shall have the right to require be paid by the Buyer to purchase the Note Escrow Agent and the Company will deliver the relevant Certificates (as defined below) to the Escrow Agent, as provided in Section 1(c) hereof. (v) The loan to be made by delivering the Buyer and the issuance of the Notes and the Warrants (collectively, the "Purchased Securities") to the Buyer a Company Put Notice on December 14, 2006 by electronic mail are sometimes referred to herein and facsimile by in the Company Put Notice Date other Transaction Agreements as the purchase and sale of the Notes and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIWarrants.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements (as defined below), the undersigned Buyer hereby agrees to loan to the Company the aggregate principal amount specified as the “Aggregate Debenture Purchase Price” on the signature page hereof. Subject to the terms and conditions hereof, the Buyer will lend the Aggregate Debenture Purchase Price in equal installments of $500,000 each (each, a “Debenture Purchase Price”) on the respective Closing Dates (as defined below) provided below. The Debenture Purchase Price on each Closing Date shall be allocated to the purchase of Debentures in principal amounts determined by the Buyer, as provided herein. (ii) The obligation to repay each loan from the Buyer shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer each in a principal amount designated by the Buyer to the Company on or before the relevant closing date (where the aggregate principal amount of all such Convertible Debentures issued on a Closing Date shall be equal to the Debenture Purchase Price being loaned on the relevant Closing Date). Each Debenture actually issued to the Buyer is referred to as a “Debenture.” The principal amount of each Debenture issued on the relevant Closing Date shall be as provided in the Allocation of Debentures, Cash Purchase Price Amount and Purchase Notes for Specified Closing Date attached hereto as Annex XIV (the “Allocation Table”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided herein and therein, (b) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I and (c) shall be guaranteed by each respective Pledgor pursuant to the terms of the Guarantee, substantially in the form annexed hereto as Annex VIII, which Guarantee shall be secured pursuant to the terms of the Pledge Agreement, substantially in the form annexed hereto as Annex IX. A schedule of the Pledgors and the number of shares to be pledged by each of them is attached hereto as Annex XIII. (iii) On each Closing Date, the Buyer shall pay the Debenture Purchase Price and the Warrant Purchase Price (as defined below) to the Company in the manner provided below, and the Company hereby agrees to sell shall deliver the relevant Certificates (as defined below) to the BuyerEscrow Agent, on as provided in Section 1(c) hereof. (iv) Each loan to be made by the Closing DateBuyer and the issuance of the Debentures (as defined below) and the Warrants (collectively, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering “Purchased Securities”) to the Buyer a Company Put Notice on December 14, 2006 by electronic mail are sometimes referred to herein and facsimile by in the Company Put Notice Date other Transaction Agreements as the purchase and sale of the Debentures and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIWarrants.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements (as defined below), the Buyer Lender hereby agrees to purchase loan to the Company the principal amount specified on the Lender’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Lenders of US $1,000,000 (the “Aggregate Purchase Price”). (ii) The obligation to repay the loan of the relevant Purchase Price from the Lender shall be evidenced by the Company, and the Company hereby agrees to sell ’s issuance of one or more Notes to the Buyer, on the Closing Date, the Note Lender in the principal amount equal to of one hundred ten percent (110%) of the Purchase Price and having paid by the terms and conditions Lender on or in connection with the Closing Date. Each Note shall be payable on the earlier of (A) the date (the “Stated Maturity Date”) which is one hundred fifty (150) days after the Closing Date or (B) the date on which the New Transaction Threshold (as set forth defined in the Note) occurs. Each Note shall be in the form of Annex I annexed hereto. Repayment of the Note attached shall be secured under the terms of a Security Interest Agreement between the Company, as debtor, and the Lender, as secured party (the “Security Interest Agreement”), substantially in the form annexed hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. V. (iii) In connection with the purchase consideration of the Note loan to be made by the Buyereach Lender, the Company shall agrees to issue to each Lender the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note Issued Shares on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant Additional provisions relating to the Buyer until Issued Shares are provided below. (iv) The loan to be made by the Company shall, in its sole discretion, have given Lender and the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell issuance of the Note and issue such December Closing Date Warrant the Issued Shares to the Buyer upon Lender and the terms other transactions contemplated hereby are sometimes referred to herein and subject to in the conditions other Transaction Agreements as the purchase and sale of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long Securities (as (i) the Company Put Notice has been delivered to the Buyerdefined below), and (ii) are referred to collectively as the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI“Transactions.”

Purchase. Upon (a) The closing of the terms purchase and subject sale of the Shares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). The Seller hereby agrees to sell to the conditions of this AgreementBuyer, and the Buyer hereby agrees to purchase from the CompanySeller, (x) in the event the Restructuring Transactions and the Company hereby agrees Conversion are consummated on or before the Closing Date, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be referred to sell herein individually or collectively, as the case may be, as the “Shares”. (b) As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $82,350 (the Buyer, “Purchase Price”) by wire transfer of immediately available funds to an account specified by the Seller. (c) In the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company Seller shall have the right to require the Buyer to purchase the Note by delivering immediately deliver to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and physical Common Stock certificates representing the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfiedCommon Shares upon receipt thereof. In connection with the purchase of event the Note by Restructuring Transactions or the BuyerConversion is not consummated on or before the Closing Date, the Company Seller shall issue deliver to the Buyer at the closing on physical Preferred Stock certificates representing the Closing Date Series A Shares or the December Closing Date Warrant initially entitling Series B Shares, as the holder to purchase case may be, upon the number of shares of Common Stock equal to seventy percent (70%) request of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non- defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as ICM:666130.2 provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non- defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon the terms and subject (i) Subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company the principal amount set forth in on the form Lender's signature page of this Agreement (the "Aggregate Purchase Price"), out of the Note attached hereto as Annex I for aggregate amount being loaned by all Lenders of $2,000,000 (the "Total Purchase Price. "). (ii) The Company Aggregate Purchase Price shall have be deposited by the right to require Lender with the Buyer to purchase Escrow Agent by the Note by delivering Trading Day immediately before the Initial Closing Date (as those terms are defined below). (iii) The Aggregate Purchase Price shall be released to the Buyer a Company Put Notice on December 14Company, 2006 by electronic mail and facsimile by subject to the Company Put Notice Date terms of this Agreement and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the BuyerJoint Escrow Instructions (as defined below), the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy as follows: (a) fifty percent (7050%) of the number of shares issuable upon conversion Aggregate Purchase Price (the "Initial Purchase Price") shall be paid to the Company on the Initial Closing Date, and (b) fifty percent (50%) of the Note Aggregate Purchase Price (the "Additional Purchase Price") shall be paid to the Company on the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid to the Company on or in connection with the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. . (iv) The Company obligation to repay the loan of the relevant Purchase Price from the Lender shall not be obligated to sell evidenced by the Note Company's issuance of one or issue such December Closing Date Warrant more Convertible Debentures to the Buyer until Lender in such principal amount (the Company shall, in its sole discretion, have given the Company Put Notice Convertible Debentures issued to the BuyerLender, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement"Debentures"). The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as Each Debenture (i) shall provide for a conversion price (the Company Put Notice has been delivered "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to as provided in the BuyerDebenture or in the other Transaction Agreements, and (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, ANNEX I. The loan to closing as set forth in Section 7 of this Agreement have been satisfied be made by the Company. In consideration Lender and the issuance of the Buyer agreeing Debentures and the Warrants to enter into this Agreementthe Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and Warrants. (v) The Purchase Price to be paid by the Lender shall be equal to the face amount of the Debentures being purchased on the relevant Closing Date (as defined below) and shall be payable in United States Dollars. (vi) With respect to the Initial Closing Date, the Company shall also issue will deliver the relevant Certificates (as defined below) to the Buyer Escrow Agent within five (5) Trading Days after the Escrow Agent notifies the Company that the Escrow Agent has on the closing date deposit cleared funds equal to (x) at least $1,000,000 of the Other Note Aggregate Purchase Agreement Price (the July 2006 Warrant"Minimum Purchase Price") for one or more Lenders and (y) thereafter, attached hereto any additional Initial Purchase Price. Such Certificates shall be held in escrow as Annex XIprovided in the Joint Escrow Instructions.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Eighth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Class A Eighth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class A Eighth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Class A Eighth Issuer Notes, then ANPLC shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Class A Eighth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Managers on behalf of the non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Class A Eighth Issuer Notes, or ANPLC notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Class A Eighth Issuer Notes, the non-defaulting Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class A Eighth Issuer Notes. Any substitute purchaser of Class A Eighth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Class A Eighth Issuer Notes. If any Class B/C Underwriter shall default in its obligation to purchase from Class B/C Eighth Issuer Notes which it has agreed to purchase hereunder, the Companynon-defaulting Class B/C Underwriters may in its discretion arrange to purchase, and or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class B/C Eighth Issuer Notes on the Company hereby agrees terms contained herein. If within 36 hours after such default by any Class B/C Underwriter, the non-defaulting Class B/C Underwriters do not arrange for the purchase of such Class B/C Eighth Issuer Notes, then ANPLC shall be entitled to sell a further period of 36 hours within which to procure another party or other parties satisfactory to the Buyernon-defaulting Class B/C Underwriters to purchase such Class B/C Eighth Issuer Notes on such terms. In the event that, on within the respective prescribed periods, the non-defaulting Class B/C Underwriters notify ANPLC that the non-defaulting Class B/C Underwriters have so arranged for the purchase of such Class B/C Eighth Issuer Notes, or ANPLC notifies the non-defaulting Class B/C Underwriters that they have so arranged for the purchase of such Class B/C Eighth Issuer Notes, the non-defaulting Class B/C Underwriters or ANPLC shall have the right to postpone the Closing DateDate for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class B/C Eighth Issuer Notes. Any substitute purchaser of Class B/C Eighth Issuer Notes pursuant to this paragraph shall be deemed to be a Class B/C Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Class B/C Eighth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase of Class A Eighth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the Note in aggregate principal amount of the Class A Eighth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Class A Eighth Issuer Notes, then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I Class A Eighth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Class A Eighth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Class A Eighth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the Purchase Pricepurchase of Class B/C Eighth Issuer Notes of a defaulting Class B/C Underwriter by the non-defaulting Class B/C Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Class B/C Eighth Issuer Notes which remains unpurchased does not exceed 10 per cent. The Company of the aggregate principal amount of all Class B/C Eighth Issuer Notes, then ANPLC shall have the right to require the Buyer non-defaulting Class B/C Underwriters to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Class B/C Eighth Issuer Notes which such Class B/C Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Class B/C Underwriter to purchase its pro rata share (based on the principal amount of the Class B/C Eighth Issuer Notes specified in which such Company Put Notice if Class B/C Underwriter agreed to purchase hereunder) of the conditions principal amount of the Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Class B/C Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Class A Eighth Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Class A Eighth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Class A Eighth Issuer Notes, or if ANPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Class A Eighth Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Note on principal amount of the Closing DateClass B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter by the non-defaulting Class B/C Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Class B/C Eighth Issuer Notes which remains unpurchased exceeds 10 per cent. The Company of the aggregate principal amount of all Class B/C Eighth Issuer Notes, or if ANPLC shall not be obligated exercise the right described in Clause 3.1(b) above to sell require the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound non-defaulting Class B/C Underwriters to purchase the Note and December Closing Date Warrant Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter, then this Agreement shall thereupon terminate, without liability on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration part of the Buyer agreeing to enter into this Agreement, the Company non-defaulting Class B/C Underwriters; but nothing herein shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIrelieve a defaulting Class B/C Underwriter from liability for its default.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non- defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its PRO RATA share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Ninth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Ninth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such Ninth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Ninth Issuer Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Ninth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Underwriters on behalf of the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Ninth Issuer Notes, or Abbey notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Ninth Issuer Notes, the non-defaulting Underwriters or Abbey shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Ninth Issuer Notes. Any substitute purchaser of Ninth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Ninth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase from of Ninth Issuer Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Ninth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the Ninth Issuer Notes, then Abbey shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Ninth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Ninth Issuer Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Ninth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Ninth Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Ninth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Ninth Issuer Notes, or if Abbey shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Ninth Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon The Licensor may at all times seek a Purchaser for any or all of the terms Intellectual Property Rights held by the Licensor from time to time. On the reasonable request of the Licensor, Alpharma shall permit the Licensor or its agent or representative to use any Registration Dossier originated pursuant to the Technology Licence and Option Agreement (and such other information as may be supplied by Alpharma to the Licensor from time to time), in the Licensor's search for a Purchaser. If during the Licence Period a Purchaser is found and offers to purchase any or all of the Intellectual Property Rights (which includes the Know-How, the Licensed Patents and the Trade Xxxx licensed hereunder in the Territory) for a price that will enable Alpharma to receive ****, then Alpharma shall be obliged and hereby undertakes to accept the Purchaser's offer and consent to the part of the Intellectual Property Rights licensed to Alpharma being included in such sale. If a Purchaser requires a sale of any of the Business Assets as part of a sale of the Intellectual Property Rights pursuant to Clause 9.3, then, provided Alpharma is able to receive pursuant to such Clause ****, Alpharma shall be obliged, and hereby undertakes (without entitlement to any additional payment or further consideration) to sell (or procure the sale of) such Business Assets to the Purchaser with full title guarantee, free from all encumbrances, and with all relevant third party consents, with a view to the Purchaser carrying on the Business as a going concern in succession to Alpharma. Alpharma acknowledges and agrees that in the event of such sale it shall not seek, claim or otherwise be entitled to recover any additional payment as further consideration for such sale otherwise than as provided under Clauses 9.3 and 9.5. Alpharma further agrees and undertakes that it will not during the Licence Period sell, transfer or otherwise dispose of any of the Business Assets (except for inventory sold in the ordinary course of business, raw material converted into inventory and other Business Assets reaching the end of their normal commercial life or contractual assets, such as leased property, reaching the end of their contractual term) otherwise than with the consent of the Licensor such consent not to be unreasonably withheld. Any sale of Intellectual Property Rights (including Third Party Licences) shall be subject to the conditions receipt of this Agreementall relevant third party consents without payment by Alpharma to said third party(ies) for such consents. If a Purchaser is found within the Licence Period, and such Purchaser agrees in principle to purchase any or all of the Intellectual Property Rights (which include the Know-How, the Buyer hereby agrees Licensed Patents and the Trade Xxxx licensed hereunder in the Territory) and, if applicable, the Business Assets pursuant to Clause 9.4, Alpharma and the Licensor agree that they will acting reasonably and in good faith fully cooperate with each other to reach agreement with the Purchaser on the terms of the purchase agreement, including the giving of such representations, warranties, indemnities and undertakings to the Purchaser as are usual and reasonable in such transactions; and on completion of the sale to the Purchaser: the licences granted in Clause 3 shall immediately terminate; the total consideration paid at or after completion of the sale will be divided between Alpharma and the Licensor on the following basis: Alpharma: ****; and the Licensor: all amounts not payable to Alpharma under Clause 9.5.2.1; preference shall be given to a cash Purchaser but, if extended terms are granted, the Purchaser shall (i) have an A credit rating or better or (ii) provide a bank guarantee for each extended payment and (iii) unless otherwise agreed to by the Licensor and Alpharma be granted extended terms no greater than **** from the Companydate of closing of the purchase agreement; should the Purchaser propose an arrangement other than that envisaged in Clause 9.5.3 but acceptable to the Licensor and Alpharma, then the Licensor and Alpharma shall, acting reasonably and in good faith, enter into negotiations to divide such consideration in a manner reasonably calculated to attain the split described in Clause 9.5.2; they will each bear their own costs in the preparation, negotiation and completion of such agreement; and Alpharma shall continue to be fully responsible for those liabilities of the Business remaining with Alpharma after such sale. The **** at date of completion of any sale to a Purchaser as the case may be, shall be determined and certified by PriceWaterhouse Coopers (or such other independent firm as the Parties may determine) adopting those accounting principles previously used by Alpharma in its audited financial statements and having first carried out a physical inspection of the Business Assets. Such firm shall act as an expert, not as an arbitrator, and its findings shall, in the Company hereby agrees absence of manifest error, be final and binding on the Parties. The determination and certification to sell be carried out pursuant to this Clause 9.6 shall be conducted at the equal expense of Alpharma and the Licensor. If there is no Purchaser found during the Licence Period, then the Extended Licence Period shall commence and: the licences granted to Alpharma under Clause 3.1 shall, subject to Clause 9.7.2 and 9.7.3, become fully paid up at no further cost to Alpharma; Alpharma shall forthwith reimburse the Licensor on demand for all external costs associated with the prosecution and maintenance of the Licensed Patents upon submission of valid invoices in relation thereto to Alpharma; the Licensor shall at any time in its sole discretion have the option of assigning all rights in all the Licensed Patents, Trade Xxxx and Know-How in the Territory to Alpharma, which assignment shall be at no further cost to Alpharma other than reimbursement to the BuyerLicensor (promptly upon demand) of all reasonable external costs (including, on without limitation, legal costs and costs payable to the Closing Date, the Note Patent and Trademark Offices in the principal amount equal countries comprising the Territory) incurred by the Licensor to effect such transfer. Alpharma shall indemnify the Licensor against any loss, damages. liabilities, costs, claims or expenses which the Licensor may suffer or incur as a result of any failure by Alpharma to comply with its obligations under this Clause 9. Each Party undertakes that it shall keep secret and confidential all Confidential Information communicated to it by any of the others and shall not use or disclose the same or any part thereof to any person whatsoever except as provided in this Clause 10. Each Party may disclose Confidential Information to those of its key directors, employees or consultants on a need to know basis who are directly concerned with the Licensed Product (and in the case of the Licensor to any potential Purchaser), provided that, before any such disclosure, it shall ensure that each of the relevant persons: is made aware of the confidential nature of the Confidential Information; acknowledges in writing that he or she owes a duty of confidence to the Purchase Price and having Party which originally disclosed the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer Confidential Information; enters into a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified confidentiality undertaking in such Company Put Notice if form as the conditions Party whose Confidential Information is being disclosed may reasonably specify, and complies with the obligations set out in that confidentiality undertaking. Each Party may also disclose Confidential Information to: its auditors, and financial and legal advisers and any other persons having a legal right or duty to closing set forth know the Confidential Information in Section 7 are satisfied. In connection with the purchase business of the Note Party; to any Regulatory Authority as required to file and prosecute to grant a Product Licence in that country; and where ordered by a court of competition jurisdiction to do so or in accordance with the rules from time to time in force of any applicable recognised investment exchange (as defined by the BuyerFinancial Services Act 1986) or there is any other statutory obligation to do so, provided always that, where practicable (and, in any event excluding disclosures pursuant to Clause 10.3.3), the Company Party required to make such disclosure shall issue notify the Party who owns the Confidential Information, identifying the Information in question and giving the latter Party adequate time to make representations about the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder required disclosure to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Dateany relevant bodies. The Company Party required to make such disclosure shall not further use its reasonable endeavours to ensure that any such persons to whom the Confidential Information is required to be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, disclosed under this Clause 10.3 hold it in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon confidence in accordance with the terms and subject to the conditions of this Agreement. The Buyer acknowledges Each Party may disclose Confidential Information to a sublicensee properly appointed in accordance with the Agreement, provided that before any such disclosure the disclosing Party shall have entered into a confidentiality undertaking with its sublicensee on terms no less onerous than the provisions of this Clause 10. Each Party shall take all reasonable steps to minimise the risk of disclosure of Confidential Information and agrees a breach of Clause 10 including, but not limited to: ensuring that it will be irrevocably bound only persons whose duties require them to purchase possess Confidential Information have access to it; and by effecting and maintaining adequate security measures to safeguard the Note Confidential Information from unauthorised access, use and December Closing Date Warrant on misappropriation, including, but not limited to, providing proper and secure storage for papers, drawings and other material within the Closing Date so long as (i) the Company Put Notice has been delivered Confidential Information and forbidding unauthorised persons access to the Buyerplace or places where these are stored. Each Party undertakes to notify the relevant other Party promptly of any unauthorised use, copying or disclosure of any Confidential Information belonging to that Party of which it becomes aware and (ii) to provide all reasonable assistance to the conditions latter Party to closing as set forth terminate such unauthorised use and/or disclosure. In the event that the obligation of confidentiality imposed by the Agreement is breached by any Party either wilfully or negligently or carelessly, then the Party at fault shall be responsible to the injured Party for all the damages arising from the breach and communication to the third party of the Confidential Information excluding indirect, consequential damages and loss of profits, provided that such injured Party shall nevertheless be obliged to mitigate its loss in Section 7 such circumstances. The provisions of this Clause 10 shall not apply to any Confidential Information which: is or comes into the public domain through no fault of the receiving Party, its employees agents or sub-contractors; or is lawfully disclosed to the receiving Party by a third party rightfully in possession of it; or is independently developed by the receiving Party without access to or knowledge or use of the Confidential Information. The Parties further agree to treat the terms of this Agreement have been satisfied by as confidential and no Party may disclose such terms to any third party (except to those persons listed in Clauses 10.2 and 10.3 and only in accordance with the Company. In consideration terms of those Clauses) without the prior written consent of the Buyer agreeing other Parties, which consent shall not be unreasonably withheld or delayed, except that Alpharma shall be entitled to enter into disclose the existence of the Agreement and its material terms to such persons in connection with its obligations as a listed public company and the making of appropriate filings with the Securities and Exchange Commission and the New York Stock Exchange as may be recommended by its chief legal officer. The provisions of this AgreementClause 10 shall remain in force without limit in time and notwithstanding termination of this Agreement howsoever occurring. Subject to Clause 9.6.2, upon an assignment pursuant to Clause 9.6.3, the Company shall also issue Licensor undertakes at Alpharma's cost and expense to apply to record the Buyer on the closing date change of ownership with respect to those of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XILicensed Patents which it acquired prior to 31st December 2003.

Purchase. Upon Subject to the terms of the Side Letter and subject to satisfaction of the conditions of precedent set forth in this Agreement, the Buyer hereby agrees to purchase from the Company, Section 3 and the Company hereby agrees to sell to the Buyerin Section 7, on the Closing Daterequested Purchase Date for each Transaction (or, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note if requested by delivering to the Buyer a Company Put Notice on December 14Seller, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Business Day immediately before such requested Purchase Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall), Administrative Agent may, in its sole discretion, have given the Company Put Notice transfer to Seller — for a newly Originated Eligible Mortgage Loan, by transferring funds to the Buyerdesignated Settlement Agent, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant for other Eligible Mortgage Loans, by transferring funds to the Buyer upon prior lender or repurchase agreement counterparty, or to Seller, as applicable — an amount of Buyers’ funds equal to the Purchase Price for purchase of each Eligible Mortgage Loan that is the subject of such Transaction on that Purchase Date, less any amounts to be netted against such Purchase Price in accordance with the Transaction terms and subject to the conditions of this Agreement. The Buyer acknowledges Such transfer of funds to the Settlement Agent to be used to fund the Mortgage Loan, or to the prior lender or repurchase agreement counterparty, or to Seller, as applicable, and agrees that it if applicable, such permitted netting of amounts for value, for any Transaction will be irrevocably bound to purchase constitute full payment by Buyers of the Note and December Closing Date Warrant on Purchase Price for such Mortgage Loan. Within five (5) Business Days (twelve (12) calendar days for Wet Funding CEMA Loans) following the Closing Date so long as Purchase Date, Seller shall (i) take such steps as are necessary and appropriate to effect the Company Put Notice has been delivered transfer to Administrative Agent on the BuyerMERS® System of the Purchased Mortgage Loans so purchased, and to cause Administrative Agent to be designated as “Interim Funder” on the MERS® System with respect to each such Purchased Mortgage Loan and (ii) in the conditions case of a Wet Funding, deliver all remaining items of the related Asset File to closing as set forth Custodian. Notwithstanding anything to the contrary in Section 7 of this Agreement or any other Transaction Document, Administrative Agent and Buyers shall have been satisfied by the Company. In consideration of the Buyer agreeing no obligation to enter into this Agreement, any Transaction on or after the Company shall also issue to the Buyer on the closing date Termination Date. Seller may (i) initially request less than one hundred percent (100%) of the Other Note Purchase Agreement Price for any one or more Purchased Mortgage Loans, (ii) repay part of the July 2006 WarrantPurchase Price therefor to Administrative Agent (for Buyers’ account) or (iii) both, attached hereto and may subsequently request (through Administrative Agent) that Buyers fund (or re-fund) the balance of the Purchase Price to Seller, and in either case so long as Annex XIboth (x) no Default or Event of Default has occurred and is continuing, and (y) Buyers would be committed to fund (or re-fund) such balance if it were a new Transaction, Buyers, acting through Administrative Agent, will fund (or re-fund) so much of such balance as Seller shall request.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Agreements (as defined below), the Buyer Lender hereby agrees to purchase loan to the Company the principal amount specified on the Lender's signature page of this Agreement (the "Purchase Price"), out of the aggregate amount being loaned by all Lenders of US $750,000 (the "Aggregate Purchase Price"). (ii) The obligation to repay the loan of the relevant Purchase Price from the Lender shall be evidenced by the Company, and the Company hereby agrees to sell 's issuance of one or more Notes to the Buyer, on the Closing Date, the Note Lender in the principal amount equal to of one hundred eight percent (108%) of the Purchase Price and having paid by the terms and conditions Lender on or in connection with the Closing Date. Each Note shall be payable on the earlier of (A) the date (the "Stated Maturity Date") which is the later of May 25, 2006 or the date which is one hundred twenty (120) days after the Closing Date or (B) the date on which the New Transaction Threshold (as set forth defined in the Note) occurs. Each Note shall be in the form of the Note attached hereto as Annex ANNEX I for the Purchase Priceannexed hereto. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase Repayment of the Note shall be secured under the terms of a Security Interest Agreement between the Company, as debtor, and the Lender, as secured party (the "Security Interest Agreement"), substantially in the form annexed hereto as ANNEX V. (iii) In consideration of the loan to be made by the BuyerLender, the Company shall will issue to such Lender the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of the Company's Common Stock equal as provided in Section 4 hereof. (iv) The loan to seventy percent (70%) of be made by the number of shares issuable upon conversion Lender and the issuance of the Note on and the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until Lender and the Company shall, other transactions contemplated hereby are sometimes referred to herein and in its sole discretion, have given the Company Put Notice to other Transaction Agreements as the Buyer, whereupon purchase and sale of the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long Securities (as (i) the Company Put Notice has been delivered to the Buyerdefined below), and (ii) are referred to collectively as the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI"Transactions."

Purchase. Upon (a) On the terms and subject to the conditions herein and subject to the satisfaction (or waiver) of this Agreementthe conditions set forth in Section 1.3 below, on the Closing Date (as defined below), the Buyer hereby Company agrees to sell and issue to the Purchaser, and the Purchaser agrees to purchase from the Company, the Shares for the total price in cash of $190,000,000 (the “Initial Purchase Price”); provided, that, in the event that, in one or more transactions, the Company sells additional shares of Class A Common Stock to third-party purchasers between the date hereof and the Closing Date (other than the shares of Common Stock issued in connection with the Target Acquisition) at a price per share greater than the Purchase Price Per Common Share (such sales, collectively, the “Common Equity Offering”), then the Company hereby agrees to sell may elect in its sole discretion by providing written notice to the Buyer, on Purchaser at least three (3) business days prior to the Closing Date, which such notice shall contain the Note total purchase price of the shares sold in the principal Common Equity Offering (the “Aggregate Common Equity Offering Amount”), to reduce the Initial Purchase Price by an amount up to the Aggregate Common Equity Offering, not to exceed $50,000,000 (the “Purchase Price Cut-Back”), and in such event the Stock Consideration Amount shall be reduced by an amount equal to (rounded down to the nearest whole number) (x) the amount of the Purchase Price Cut-Back divided by (y) the Purchase Price Per Common Share. In consideration of the Purchaser’s agreement to permit the Purchase Price Cut-Back, the Company shall pay to the Purchaser an amount equal to the Purchase Price and having the terms and conditions as set forth in the form product of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, 0.03 and (ii) the conditions amount of the Purchase Price-Cut-Back (the “Commitment Fee”), in cash. The Commitment Fee payable to closing the Purchaser shall be offset against such Purchaser’s obligation to pay its Initial Purchase Price, and the Purchaser’s Initial Purchase Price shall be reduced (without duplication) by an amount equal to the sum of (i) the amount of the Purchase Price Cut-Back and (ii) the Commitment Fee payable hereunder (the Initial Purchase Price, as set forth in adjusted pursuant to this Section 7 of 1.1(a), the “Purchase Price”). (b) Purchased Preferred Shares and Purchased Common Shares to be issued and sold by the Company to the Purchaser pursuant to this Agreement have been satisfied by are collectively referred to as the Company. In consideration “Shares.” The Company will use the proceeds of the Buyer agreeing to enter into Purchase Price for (a) payment of fees and expenses incurred in connection with the transactions contemplated by this Agreement, the Company shall also issue to the Buyer on the closing date (b) other general corporate purposes, and (c) funding of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XITarget Acquisition.

Purchase. Upon (a) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the a Secured Convertible Promissory Note in the principal amount equal of $667,500.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as ANNEX III (the “Company Security Agreement”) listing all of the Buyer Notes (defined below) as security for the Company’s obligations under the Transaction Documents. In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer’s signature page to this Agreement (the “InitialCashPurchase Price”), and (ii) issue to the Company the Buyer Notes (the sum of the principal amount of the Buyer Notes, together with the Initial Cash Purchase Price, the “Purchase Price”). Initially, the Buyer Notes will not be secured, but the Buyer Notes may become secured subsequent to the Closing by such collateral and at such time as determined by the Buyer in its sole discretion. The Initial Cash Purchase Price shall be paid to the Company in accordance with the Wire Instructions. The Purchase Price and having the terms OID (as defined herein) are allocated to the Tranches (as defined in the Note) of the Note and conditions to the Warrants as set forth in the form of the Note table attached hereto as Annex I ANNEX IX. (b) In consideration for the Purchase Price. The , the Company shall have shall, at the right Closing (defined below): (i) execute and deliver to require the Buyer the Company Security Agreement; (ii) execute and deliver to purchase the Note by delivering Buyer that certain Warrant #1 to Purchase Shares of Common Stock (“Warrant #1”), that certain Warrant #2 to Purchase Shares of Common Stock (“Warrant #2”), that certain Warrant #3 to Purchase Shares of Common Stock (“Warrant #3”), that certain Warrant #4 to Purchase Shares of Common Stock (“Warrant #4”), and that certain Warrant #5 to Purchase Shares of Common Stock (“Warrant #5,” and together with Warrant #1, Xxxxxxx #0, Xxxxxxx #0, and Warrant #4, the “Warrants”), each substantially in the form attached hereto as ANNEX IV; (iii) execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto as ANNEX V (the “Transfer Agent Letter”); (iv) cause to be executed and delivered to the Buyer a Company Put Notice on December 14fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as ANNEX VI (together, 2006 by electronic mail the “Secretary’s Certificate”); and (v) cause to be executed and facsimile by delivered to the Company Put Notice Date and Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as ANNEX VII (the “Share Issuance Resolution”). (c) At the Closing, the Buyer shall be obligated deliver the Purchase Price to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to by delivering the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as following: (i) the Company Put Notice has been delivered to the Buyer, Initial Cash Purchase Price; and (ii) that certain Buyer Note #1 in the conditions to closing as set forth principal amount of $100,000.00 (“Buyer Note #1”), that certain Buyer Note #2 in Section 7 the principal amount of this Agreement have been satisfied by $100,000.00 (“Buyer Note #2”), that certain Buyer Note #3 in the Company. In consideration principal amount of $100,000.00 (“Buyer Note #3”), and that certain Buyer Note #4 in the principal amount of $100,000.00 (“Buyer agreeing to enter into this AgreementNote #4,” and together with Buyer Note #1, Buyer Note #2, and Buyer Note #3, the Company shall also issue to “Buyer Notes”), each duly executed and substantially in the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, form attached hereto as Annex XIANNEXX.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of Sixth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Sixth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Sixth Issuer Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Sixth Issuer Notes, then ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non-defaulting Underwriters to purchase such Sixth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Managers on behalf of the non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Sixth Issuer Notes, or ANPLC notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Sixth Issuer Notes, the non-defaulting Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Sixth Issuer Notes. Any substitute purchaser of Sixth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Sixth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase from of Sixth Issuer Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in CLAUSE 3.1(A) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Sixth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the Sixth Issuer Notes, then ANPLC shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Sixth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Sixth Issuer Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Sixth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Sixth Issuer Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in CLAUSE 3.1 (A) above, the Company aggregate principal amount of the Sixth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Sixth Issuer Notes, or if ANPLC shall issue not exercise the right described in CLAUSE 3.1 (B) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Sixth Issuer Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) The closing of the terms purchase and subject sale of the Shares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). The Seller hereby agrees to sell to the conditions of this AgreementBuyer, and the Buyer hereby agrees to purchase from the CompanySeller, (x) in the event the Restructuring Transactions and the Company hereby agrees Conversion are consummated on or before the Closing Date, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be referred to sell herein individually or collectively, as the case may be, as the “Shares”. (b) As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $45,000 (the Buyer, “Purchase Price”) by wire transfer of immediately available funds to an account specified by the Seller. (c) In the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company Seller shall have the right to require the Buyer to purchase the Note by delivering immediately deliver to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and physical Common Stock certificates representing the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfiedCommon Shares upon receipt thereof. In connection with the purchase of event the Note by Restructuring Transactions or the BuyerConversion is not consummated on or before the Closing Date, the Company Seller shall issue deliver to the Buyer at the closing on physical Preferred Stock certificates representing the Closing Date Series A Shares or the December Closing Date Warrant initially entitling Series B Shares, as the holder to purchase case may be, upon the number of shares of Common Stock equal to seventy percent (70%) request of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the conditions non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the Dollar Notes. (b) If, after giving effect to any arrangements for the purchase from of Dollar Notes of a defaulting Underwriter by the Companynon-defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for Dollar Notes which remains unpurchased does not exceed ten per cent. of the Purchase Price. The Company aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require the Buyer each non- defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the Dollar Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(a) above, the Company aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall issue not exercise the right described in Clause 3.1(b) above to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number Dollar Notes of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.a

Purchase. Upon (a) This Warrant may be exercised by the terms Registered Holder, in whole or in part, at any time and subject from time to time after the conditions Date of Issuance hereof until 5:00 p.m. (Boston, Massachusetts time) on the Expiration Date, by surrendering this AgreementWarrant, with the Buyer hereby agrees to purchase from form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, and or at such other office or agency as the Company hereby agrees to sell to may designate, accompanied by payment in full, in lawful currency of the BuyerUnited States, on the Closing Date, the Note in the principal amount equal to of the Purchase Price and having the terms and conditions as set forth payable in the form respect of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to seventy percent pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (70%i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Subsection l(c) below (the "Exercise Date"), over the Purchase Price per share. (c) The Fair Market Value per share of Common Stock shall be determined as follows: (i) if the Common Stock is listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, (A) the Board of Directors of the Company and the Registered Holder shall independently determine the Fair Market Value per share of Common Stock on the basis of an assumed sale of the Company as a whole and no effect shall be given to any discount for lack of liquidity or to the fact that the Company has no class of equity securities registered under the Exchange Act, if such is the case, (B) each of the Board of Directors of the Company and the Registered Holder shall deliver to the other a report stating the Fair Market Value of Common Stock as of a specified date and setting forth a brief statement as to the nature (d) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon conversion such exercise as provided in Subsection 1(e) below shall be deemed to have become the holder or holders of record of the Note Warrant Shares represented by such certificates. (e) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Subsection 1(g) below; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the Closing Dateface or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Subsection l(a) above. (f) All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and non-assessable and free from all liens and charges with respect to the issuance thereof. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof; provided, however, that the Company shall not be required to pay any federal, state or local income taxes incurred by the Registered Holder in connection with the issuance or delivery of such shares. In addition, the Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Warrant Shares issuable upon exercise of this Warrant in any name other than that of the Registered Holder, and in such case the Company shall not be required to issue or deliver any (g) The Company shall not be obligated to sell required upon the Note or issue such December Closing Date exercise of this Warrant to issue any fractional shares (as determined on an aggregate basis for each exercise pursuant to this Warrant), but shall make an adjustment therefor in cash on the Buyer until basis of the Fair Market Value per share of Common Stock, as determined pursuant to Subsection 1(c) above. (h) Reference is made to the Purchase Agreement with respect to the right of the Company shall, in its sole discretion, have given to repurchase a portion of the Company Put Notice to Warrants under the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as circumstances more fully described therein. (i) the Company Put Notice has been delivered The Registered Holder shall have such rights with respect to the Buyerregistration of this Warrant and the Warrant Shares under the Securities Act of 1933, and as amended (iithe "Securities Act") the conditions to closing as are set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Purchase Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon Subject to the terms of the Side Letter and subject to satisfaction of the conditions of precedent set forth in this Agreement, the Buyer hereby agrees to purchase from the Company, Section 3 and the Company hereby agrees to sell to the Buyerin Section 7, on the Closing Daterequested Purchase Date for each Transaction, Administrative Agent shall transfer to Seller — for a newly Originated Eligible Mortgage Loan, by transferring funds to the Note in designated Settlement Agent, and for other Eligible Mortgage Loans, by transferring funds to the principal prior lender or repurchase agreement counterparty, or to Seller, as applicable — an amount of Buyers’ funds equal to the Purchase Price and having for purchase of each Eligible Mortgage Loan that is the subject of such Transaction on that Purchase Date, less any amounts to be netted against such Purchase Price in accordance with the Transaction terms and conditions this Agreement. The transfer of funds to the Settlement Agent to be used to fund the Mortgage Loan, or to the prior lender or repurchase agreement counterparty, or to Seller, as set forth applicable, and if applicable, the permitted netting of amounts for value, on the Purchase Date for any Transaction will constitute full payment by Buyers of the Purchase Price for such Mortgage Loan. Within five (5) Business Days (twelve (12) calendar days for Wet Funded CEMA Loans) following the Purchase Date, Seller shall (i) take such steps as are necessary and appropriate to effect the transfer to Administrative Agent on the MERS® System of the Purchased Mortgage Loans so purchased, and to cause Administrative Agent to be designated as “Interim Funder” on the MERS® System with respect to each such Purchased Mortgage Loan and (ii) in the form case of a Wet Funding, deliver all remaining items of the Note attached hereto as Annex I for related Loan File to Administrative Agent. Notwithstanding anything to the Purchase Price. The Company contrary in this Agreement or any other Transaction Document, Administrative Agent and Buyers shall have no obligation to enter into any Transaction on or after the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfiedTermination Date. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant Seller may (i) initially entitling the holder to purchase the number of shares of Common Stock equal to seventy request less than one hundred percent (70100%) of the number of shares issuable upon conversion Purchase Price for any one or more Purchased Mortgage Loans, (ii) repay part of the Note on Purchase Price therefor to Administrative Agent (for Buyers’ account) or (iii) both, and may subsequently request (through Administrative Agent) that Buyers fund (or re-fund) the Closing Date. The Company shall not be obligated balance of the Purchase Price to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shallSeller, and in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date either case so long as no Default or Event of Default has occurred and is continuing, Buyers, acting through Administrative Agent, will fund (ior re-fund) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing so much of such balance as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company Seller shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIrequest.

Purchase. Upon The Master Issuer confirms that it has authorized the Underwriters to offer the U.S. Issue 2007-1 Notes on its behalf for subscription at the Issue Price subject to signature of this Agreement. Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that the Underwriters may offer and sell the U.S. Issue 2007-1 Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the U.S. Issue 2007-1 Notes to or through any Underwriter. Each Underwriter severally and not jointly agrees to purchase and pay for such principal amount of U.S. Issue 2007-1 Notes set out against its name in Schedule I hereto on the Closing Date at the Issue Price on the terms and subject set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase U.S. Issue 2007-1 Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such U.S. Issue 2007-1 Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such U.S. Issue 2007-1 Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure that another party or other parties satisfactory to the conditions non- defaulting Underwriters purchase such U.S. Issue 2007-1 Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such U.S. Issue 2007-1 Notes, or Abbey notifies the non-defaulting Underwriters that it has so arranged for the purchase of such U.S. Issue 2007-1 Notes, the non-defaulting Underwriters or Abbey shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the U.S. Issue 2007-1 Notes. Any substitute purchaser of U.S. Issue 2007-1 Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the Buyer hereby agrees offering and sale of the U.S. Issue 2007-1 Notes. (b) If, after giving effect to any arrangements for the purchase from of U.S. Issue 2007-1 Notes of a defaulting Underwriter by the Companynon- defaulting Underwriters, and the Company hereby agrees to sell to the Buyer, on the Closing Dateas provided in Clause 3.1(a) above, the Note in the aggregate principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for U.S. Issue 2007-1 Notes which remains unpurchased does not exceed 10 per cent. of the Purchase Price. The Company aggregate principal amount of the U.S. Issue 2007-1 Notes, then Abbey shall have the right to require the Buyer each non-defaulting Underwriter to purchase the Note by delivering to principal amount of the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated U.S. Issue 2007-1 Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the U.S. Issue 2007-1 Notes specified in which such Company Put Notice if Underwriter agreed to purchase hereunder) of the conditions principal amount of the U.S. Issue 2007-1 Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to closing set forth in Section 7 are satisfied. In connection with any arrangements for the purchase of the Note principal amount of the U.S. Issue 2007-1 Notes of a defaulting Underwriter by the Buyernon-defaulting Underwriters as provided in Clause 3.1(b), the Company aggregate principal amount of the U.S. Issue 2007-1 Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the U.S. Issue 2007-1 Notes, or if Abbey shall issue not exercise the right described in Clause to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder require non-defaulting Underwriters to purchase the number U.S. Issue 2007-1 Notes of shares of Common Stock equal to seventy percent (70%) a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the number of shares issuable upon conversion of the Note on the Closing Date. The Company non-defaulting Underwriters; but nothing herein shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in relieve a defaulting Underwriter from liability for its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIdefault.

Purchase. Upon (a) The closing of the terms purchase and subject sale of the Shares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). The Seller hereby agrees to sell to the conditions of this AgreementBuyer, and the Buyer hereby agrees to purchase from the CompanySeller, (x) in the event the Restructuring Transactions and the Company hereby agrees Conversion are consummated on or before the Closing Date, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be referred to sell herein individually or collectively, as the case may be, as the “Shares”. (b) As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $7,650 (the Buyer, “Purchase Price”) by wire transfer of immediately available funds to an account specified by the Seller. (c) In the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company Seller shall have the right to require the Buyer to purchase the Note by delivering immediately deliver to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and physical Common Stock certificates representing the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfiedCommon Shares upon receipt thereof. In connection with the purchase of event the Note by Restructuring Transactions or the BuyerConversion is not consummated on or before the Closing Date, the Company Seller shall issue deliver to the Buyer at the closing on physical Preferred Stock certificates representing the Closing Date Series A Shares or the December Closing Date Warrant initially entitling Series B Shares, as the holder to purchase case may be, upon the number of shares of Common Stock equal to seventy percent (70%) request of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Upon (i) The purchase price for (i) any Sold Collateral Asset and (ii) each Participation Interest sold on the terms and subject Transfer Closing Date by the Transferor to the conditions of this AgreementTransferee, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal shall be an amount equal to the fair market value thereof as determined by the Transferor and the Transferee and such transaction shall be on terms no less favorable to the Transferor than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (in each case, the “Purchase Price”). (ii) The Purchase Price and having the terms and conditions as for each Collateral Asset set forth on Annex A acquired by the Transferee from the Transferor on the Transfer Closing Date pursuant to this Agreement and any participation interest in a Collateral Asset acquired by the Transferee from the Transferor on the Transfer Closing Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and (B) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, by a means of a contribution of Transferor to the Transferee in exchange for Equity Interests in (including Preference Shares issued by) the Transferee (“Warehouse Borrower Equity Interests”), which may be in the form of a deemed contribution by the Note attached hereto as Annex I Transferor to the Collateral Manager in exchange for Equity Interests in the Collateral Manager and a deemed contribution by the Collateral Manager to the Transferee in exchange for the Purchase PriceWarehouse Borrower Equity Interests. Such Warehouse Borrower Equity Interests shall be issued to the Transferor (or the designee of the Transferor as identified to by the Transferor to the Transferee). To the extent the fair market value of any Collateral Asset purchased or acquired by the Transferee pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a capital contribution from the Transferor to the Transferee. In addition, the Transferor may also from time to time elect to contribute capital to the Transferee for any other purpose. (iii) It is the express intent of the Transferor and the Transferee that each Transfer of the Transferred Assets by the Transferor to the Transferee pursuant to this Agreement be construed as an absolute sale and/or true contribution of such Transferred Assets by the Transferor to the Transferee providing the Transferee with the full risks and benefits of ownership of such Transferred Assets as of the applicable Transfer Closing Date, including the entire beneficial and equitable interest in all proceeds of such Transferred Assets and the right to receive such proceeds, providing the Transferee with the full ownership interest in such Sold Collateral Assets. The Company Transferor intends to relinquish all rights to possess, control and monitor the Transferred Assets. the Transferee shall have no obligation to account for, replace, substitute or return any Transferred Assets to the Transferor. The Transferee shall have the unrestricted right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14further assign, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection transfer, deliver, hypothecate, subdivide or otherwise deal with the purchase Sold Collateral Assets and all of the Note by Transferee’s right, title and interest in, to and under this Agreement, on whatever terms the BuyerTransferee shall determine, the Company shall issue pursuant to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to any restrictions in the conditions Credit Agreement or otherwise. Further, it is not the intention of this Agreement. The Buyer acknowledges the Transferor and agrees the Transferee that it will any Transfer be irrevocably bound to purchase deemed a grant of a security interest in the Note and December Closing Date Warrant on Sold Collateral Assets by the Closing Date so long as (i) the Company Put Notice has been delivered Transferor to the Buyer, and (ii) the conditions Transferee to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration secure a debt or other obligation of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XITransferor.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this Agreement, the Buyer hereby agrees to purchase from the CompanyNote, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note other documents executed in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection conjunction with the purchase of the Note (collectively the “Transaction Documents”), the Purchaser hereby agrees to purchase the Note for an aggregate purchase price of $200,000 (the “Purchase Amount”). The First Advance Amount (as defined herein) shall be funded and issuable upon the signing of this Agreement or at such later date mutually agreed upon the by parties (the “First Closing Date”). The Second Advance Amount (as defined herein) shall be funded and issuable on the 60th day following the First Closing Date (the “Second Closing Date”); provided, however, if at any time during the period beginning as of the First Closing Date and ending on the trading day immediately preceding the Second Closing Date, the closing price of the Company’s common stock reported by the Buyer, the Company shall issue to the Buyer at Company’s Principal Trading Market is less than 50% of the closing price of the Company’s common stock as reported by the Company’s Principal Trading Market on the First Closing Date (as adjusted for combinations, consolidations, subdivisions, stock splits, or other reclassifications) the December Closing Date Warrant initially entitling Purchaser may, in the holder Purchaser’s sole and absolute discretion, determine not to purchase fund all or any portion of the Second Advance Amount. The Company will, at all times, reserve a number of shares of Common Stock that shall not be less than 300% of the number of shares of Common Stock equal sufficient to seventy percent (70%) of the number of shares issuable upon effect conversion of the Note and all accrued interest thereon. Purchaser Initial: ______ Company Initial: ____ _ (ii) The Note referred to herein shall be in the form of Annex I to this Agreement. (iii) The purchase of the Note by the Purchaser and the other transactions contemplated hereby are sometimes referred to herein and in the other Transaction Documents as the purchase and sale of the Securities (as defined below), and are referred to collectively as the “Transactions”. (iv) The Purchaser shall deliver the First Advance Amount to counsel for the Purchaser, which shall be held in escrow until authorized for release to the Company by written instruction of the Purchaser. The First Advance Amount shall be promptly returned to the Purchaser if not authorized for release by the Purchaser on the First Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject Subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 1(a)(i) above, the Purchaser shall deliver the Second Advance Amount, at the discretion of this Agreement have been satisfied the Purchaser, to the Company directly or to counsel for the Purchaser to be held in escrow until authorized for release to the Company by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer Purchaser on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XISecond Closing Date.

Purchase. Upon (a) In consideration of the terms and subject to the conditions payment of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in the principal amount equal to the Purchase Price as provided herein, Fleet (RI) does hereby sell, transfer, assign, set over and having otherwise convey to FCCF (collectively, the terms "CONVEYANCE"), without recourse except as provided herein, all of its right, title and conditions as set forth interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Purchase Date, in the form case of Receivables existing and arising in the Note attached hereto Existing Accounts, and at the close of business on each Addition Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts, and in each case thereafter created from time to time in the Existing Accounts and the Additional Accounts, all Allocated Interchange and Recoveries with respect to such Receivables, all moneys due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including, without limitation, "proceeds" as Annex I for defined in the UCC) thereof. Such property shall constitute the "PURCHASED ASSETS." The Receivables arising after the Initial Purchase Date in the Existing Accounts and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the date such Receivables arise and the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer Price shall be obligated to purchase the Notes specified paid as provided in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%subsection 3.01(a) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and the Receivables arising after the Addition Cut-Off Date and on or before the Addition Date and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the related Addition Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (b) Fleet (RI) shall record and file, at its own expense, financing statements (and continuation statements and amendments when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of the Purchased Assets to FCCF, and shall deliver a file stamped copy of each such financing statement to FCCF on or prior to the Initial Purchase Date, in the case of Purchased Assets relating to the Existing Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (c) Fleet (RI) shall, at its own expense, (a) on or prior to (x) the execution of this Agreement, in the case of the Existing Accounts or (y) the applicable Addition Date, in the case of Additional Accounts indicate in the appropriate computer files that all Receivables created in connection with the Accounts have been conveyed to FCCF pursuant to this Agreement and FCCF has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing Agreement by including in such computer files the code "02," "11," "12," "13," "14," "15," "16," "17," "20," "22" or "30" through "80" (or any other code specified in a Supplemental Conveyance) in the PORTF_CD field of such computer files, and (b) at the time of execution of this Agreement and on or prior to each Addition Date, as applicable, to deliver to FCCF and the Trustee an Account Schedule containing a true and complete list of all Accounts. Fleet (RI) agrees that it will be irrevocably bound maintain the Account Schedule as a true and complete list of all Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to purchase remove Deleted Accounts and add Transferred Accounts. Fleet (RI) agrees not to alter the Note codes or field referenced in clause (a) above in this subsection with respect to any Account during the term of this Agreement unless and December Closing Date Warrant on the Closing Date so long as until such Account is no longer an Account or unless and until (i) Fleet (RI) shall give written notice of any such alteration to FCCF, such written notice to be as of the Company Put Notice has been delivered to the Buyerdate of its receipt by FCCF incorporated into and made part of this Agreement, and (ii) Fleet (RI) has taken such action as is necessary or advisable to cause the conditions interest of FCCF in the Purchased Assets to closing as set forth continue to be perfected and of first priority; except that Fleet (RI) may, without complying with the foregoing provisions, alter the code of any Account from "02," "11," "12," "14," "15," "16," "17," "20," "22," or "30" through "80" to "13." (d) The parties hereto intend that the conveyance of Fleet (RI)'s right, title and interest in Section 7 and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Fleet (RI) to FCCF. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall for all purposes, including for accounting purposes, constitute a purchase and sale of such Purchased Assets and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Fleet (RI) shall be deemed to have been satisfied by granted, and Fleet (RI) does hereby grant, to FCCF a first priority perfected security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Company. In consideration Purchased Assets to secure the obligations of Fleet (RI) hereunder. (e) To the extent that Fleet (RI) retains any interest in the Purchased Assets, Fleet (RI) hereby grants to the Trustee a security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the Buyer agreeing obligations of Fleet (RI) hereunder and under the Pooling and Servicing Agreement. With respect to enter into this Agreementsuch security interest and such collateral, the Company Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also issue to the Buyer on the closing date have all of the Other Note Purchase Agreement rights of a secured creditor under the July 2006 Warrant, attached hereto as Annex XIUCC.

Purchase. Upon (a) Subject to the terms and subject conditions hereinafter set forth, Seller hereby agrees that on each Closing Date Seller shall sell and convey and hereby does sell and convey to Buyer all Seller's right, title and interest in, to and under the Senior Insurance Settlements which the Buyer shall acquire from time to time from the Seller pursuant to Section 2.2 below, all monies due or to become due with respect to the conditions Senior Insurance Settlements all proceeds of this Agreementand from the Senior Insurance Settlements, and all of Seller's, rights, remedies, powers and privileges under Seller' s Agreements with the insureds for the sale and purchase of Senior Insurance Settlements; and Buyer hereby agrees to purchase acquire such Senior Insurance Settlements from the CompanySeller on each Closing Date, and the Company hereby without recourse. (b) Seller agrees to sell and convey to Buyer only Eligible Senior Insurance Settlements. (c) Seller and Buyer intend that this transaction is a sale and, at the time Senior Insurance Settlements are sold and conveyed to Buyer, on the Closing DateSeller shall be deemed, the Note in the principal amount equal event a court should rule that the sale to the Purchase Price Buyer was not a true sale but a financing arrangement, to grant, and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right does hereby grant to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14security interest in all of Seller's right, 2006 by electronic mail title and facsimile by the Company Put Notice Date interests in, to and the Buyer under such Senior Insurance Settlements, all monies due or to become due with respect thereto and all proceeds thereof; therefore, this Agreement shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfiedalso constitute a security agreement under applicable law. In connection with each sale and, conveyance of Senior Insurance Settlements to Buyer, Seller agrees, at its own expense on each Closing Date, to execute and deliver to Buyer such other instruments with respect to the purchase Senior Insurance Settlements being sold and conveyed to Buyer, which meet the requirements of applicable state law and which Buyer shall file in the appropriate records in such jurisdictions as are necessary to perfect the security interest granted to Buyer hereunder. (d) In connection with each sale and conveyance of Senior Insurance Settlements to Buyer, Seller shall, at its own expense on or prior to each Closing Date, (1) indicate in its computer master file that Senior Insurance Settlements have been sold to Buyer in accordance with this Agreement and transferred to the Trust pursuant to the Pooling and 1. Upon Buyer's written request from time to time, Seller shall use its best efforts to provide to Buyer a copy of the Note by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) cover page of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated insurance policy pertaining to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XIa Senior Insurance Settlement.

Purchase. Upon (i) Subject to the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company a Secured Convertible Promissory Note in principal amount of $2,766,500.00 substantially in the form attached hereto as Annex II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as Annex III listing each of the Secured Buyer Notes as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall (1) pay the principal amount set forth on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”) and (2) issue to the Company the Secured Buyer Notes (the sum of the initial principal amounts of the Secured Buyer Notes, together with the Initial Cash Purchase Price, the “Purchase Price”. Secured Buyer Notes #1 - #3 shall be secured by a Trust Deed substantially in the form attached hereto as Annex IV (the “Trust Deed”), which provides for collateral that has a value equal to or in excess of the principal amount of such Secured Buyer Notes. Secured Buyer Notes #4 - #10 shall be secured by such collateral as the Buyer determines in its sole discretion, provided that such collateral has a value equal to or in excess of the principal amount of such Secured Buyer Notes. Upon such determination, the Buyer and the Company shall enter into such additional agreements as shall be reasonably necessary, as determined in the Buyer’s sole discretion, to provide evidence of such security interest. The Initial Cash Purchase Price shall be paid in accordance with the Wire Instructions. The Initial Cash Purchase Price is allocated to the Note, the OID (as defined below) and the Warrant as set forth in the table in Annex V attached hereto. (ii) In consideration for the Initial Cash Purchase Price, the Company will also issue to the Buyer a Warrant to Purchase Shares of Common Stock in the form attached hereto as Annex VI (the “Warrant”). (iii) The Company shall also execute and deliver to the Buyer a Request for Full Reconveyance (the “Request”) substantially in the form attached hereto as Annex VII. (iv) The Request shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as Annex VIII (the “Escrow Agreement”). (v) The Company shall also execute and deliver to the Transfer Agent, and the Company hereby agrees Transfer Agent shall execute to sell indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as Annex IX (the “Transfer Agent Letter”). (vi) At the Closing, the Buyer shall deliver to the Buyer, on Company the Closing Date, the following: (1) The Initial Cash Purchase Price; (2) A Buyer Trust Deed Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth of $200,000.00 substantially in the form of the Note attached hereto as Annex I for X (“Secured Buyer Note #1”); (3) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XI (“Secured Buyer Note #2”); (4) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XII (“Secured Buyer Note #3”); (5) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIII (“Secured Buyer Note #4”); (6) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIV (“Secured Buyer Note #5”); (7) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XV (“Secured Buyer Note #6”); (8) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVI (“Secured Buyer Note #7”); (9) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVII (“Secured Buyer Note #8”); (10) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVIII (“Secured Buyer Note #9”); (11) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIX (“Secured Buyer Note #10,” and together with Secured Buyer Note #1, Secured Buyer Note #2, Secured Buyer Note #3, Secured Buyer Note #4, Secured Buyer Note #5, Secured Buyer Note #6, Secured Buyer Note #7, Secured Buyer Note #8, and Secured Buyer Note #9, the “Secured Buyer Notes”); and (12) The Trust Deed. (vii) The tender of the Initial Cash Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date Price and the Buyer shall be obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase issuance and sale of the Note by and the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until are sometimes referred to herein and in the Company shall, in its sole discretion, have given other Transaction Documents as the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell purchase and sale of the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall also issue to the Buyer on the closing date of the Other Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.