Common use of Representations and Warranties of the Lenders Clause in Contracts

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect to itself only), as follows: 10.1 This Agreement, when signed, constitutes a legal, valid binding and enforceable obligation of the Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, hereby represents and warrants to the Company (with respect warrants, as to itself only), as follows: 10.1 This Agreement, when signed, constitutes a legal, valid binding and enforceable obligation of the Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, (a) It is an "accredited investor" within the meaning of as that term is defined in Rule 501 of Regulation D of the CommissionSecurities Act, as presently and that, in effect. 10.4 Should making the purchases contemplated herein, it is specifically understood and agreed that such Lender is acquiring the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and Warrants for the Lender's own account, not as a nominee or agent, purpose of investment and not with a view towards the sale or distribution thereof within the meaning of the Securities Act; provided, however, that the disposition of such Lender's property shall at all times be and remain within its control. With respect to the resale or distribution of any part thereofLender Warrants, it has had an opportunity to discuss the Borrower's business, management, and financial affairs with the Borrower's management and the opportunity to review the Borrower's business plan, it has had an opportunity to ask questions of and receive answers from officers of the Borrower, and it acknowledges that it has had an opportunity to conduct its own independent due diligence investigation of the Borrower. (b) It understands that the Lender has no present intention Warrants will not be registered under the Securities Act, by reason of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement their issuance by the Lender to hold or refrain Borrower in a transaction exempt from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the registration requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at that it must hold the time of issuance by the Company be, Lender Warrants indefinitely unless a subsequent disposition thereof is registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption is exempt from such registration and qualification requirements is availableregistration. The Lender It further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, Lender Warrants and the certificates evidencing the shares of common stock issued upon exercise of the Lender nevertheless has voluntarily agreed to consummate this transactionWarrants shall bear the following legend: THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender hereby, for itself and for no other Lender, represents and warrants as of the date hereof to the Company (with respect to itself only), Credit Parties as follows: 10.1 (a) Such Lender's representations and warranties listed in Section 3.2 of the Purchase Agreement are true and correct as of the date hereof. (b) The execution, delivery and performance by such Lender of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Lender. This AgreementAgreement has been duly executed by such Lender, and when signeddelivered by such Lender in accordance with the terms hereof, constitutes a legal, will constitute the valid and legally binding and enforceable obligation of such Lender, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the Lenderavailability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. 10.2 The (c) Such Lender possesses understands that the means Guarantor Shares are "restricted securities" and resources have not been registered under the Securities Act or any applicable state securities law and is acquiring the Guarantor Shares as principal for its own account and not with a view to fully fund both or for distributing or reselling such Guarantor Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Guarantor Shares (this representation and warranty not limiting such Lender's right to sell the Guarantor Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Lender is acquiring the Guarantor Shares hereunder in the ordinary course of its respective tranches business. Such Lender does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunderGuarantor Shares. 10.3 The (d) Such Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Securities Act. Such Lender partake in a Conversion or exercise Warrants, it undertakes is not required to acquire the Shares for investment and for the Lender's own account, not be registered as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of broker-dealer under Section 13(d) 15 of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The (e) Such Lender understands that, except as may occur pursuant to is not purchasing the rights provided for in Section 7 hereof, the Guarantor Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of any advertisement, article, notice or other communication regarding the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31Additional Debentures published in any newspaper, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionmagazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally but not jointly, represents and warrants to the Company (with respect to itself only), Borrower as followsof the Agreement Date that: 10.1 This (a) Such Lender (i) is acquiring the Loans provided by such Lender and the Notes (together with the related guaranties set forth in the Security Agreement of the Guarantors) provided by the applicable Loan Party in connection with such Loan made by such Lender hereunder and the Warrants related to such Loans made by such Lender hereunder, (ii) is acquiring the Purchased Shares purchased by such Lender pursuant to the terms and conditions of the Stock Purchase Agreement and such Lender’s right to the Royalty pursuant to the terms and conditions of the Royalty Agreement, when signed, constitutes a legal, valid binding and enforceable obligation (iii) upon issuance of the Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating Warrant Shares to such LoanLender, including a complete loss andupon any exercise of, otherwise pursuant to such Lender’s Warrants, will acquire such Warrant Shares, in relation to a Conversion or exercise of Warrantseach case, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to towards, or for resale in connection with, the resale public sale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation inexcept pursuant to sales registered under, or otherwise distributing exempted from, the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the registration requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over Act; provided, however, that by making the Shares for purposes of Section 13(d) of the Exchange Act. The representations herein, such Lender does not presently have agree to hold any contract, undertaking, agreement of the Securities for any minimum or arrangement with any person other specific term and reserves the right to sellassign, transfer or grant participation to such person or to any third person, with respect to otherwise dispose of any of the Shares. 10.5 The Lender understands that, except as may occur Securities at any time in accordance with or pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered a registration statement or an exemption under the Securities Act by reason Act. (b) Such Lender is an “accredited investor” as that term is defined in Rule 501(a) of a Regulation D. (c) Such Lender understands that the Securities are being offered and sold to it in reliance on specific exemption exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. United States federal and state securities laws and regulationsthat the Borrower is relying in part upon the truth and accuracy of, and that pursuant to these lawssuch Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, herein in order to satisfydetermine the availability of such exemptions. 10.6 The (d) Such Lender acknowledges thatand its advisors, without derogating from the liability of the Company under Section 9 aboveif any, (i) it has have been furnished with all materials relating to the business, finances and operations of the Company Loan Parties and their Subsidiaries and materials relating to the issuance offer and sale of Shares to the Lender hereunder which Securities that have been requested by the such Lender; (ii) it has . Such Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Company; (iii) Loan Parties. Neither such inquiries nor any other due diligence investigations conducted by such Lender or its advisors, if any, or its representatives shall modify, amend or otherwise affect such Lender’s right to rely on the representations and warranties of the Loan Parties and their Subsidiaries contained in Article 3 and elsewhere in the Loan Documents. Such Lender can bear the economic risk of a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it has sought such accounting, legal to understand the risks of and tax advice as it has considered necessary to make an informed investment decision with respect to its potential acquisition investment in the Securities. (e) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Shares; (iv) it understands that it (and not Securities or the Company) shall be responsible for its own tax liabilities that may arise as a result fairness or suitability of the transactions contemplated by this Agreement; (v) it has had access to investment in the Company's Annual Report on Form 20-F for Securities nor have such authorities passed upon or endorsed the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by merits of the Company with offering of the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionSecurities. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders represents Lender, severally and warrants not jointly, represent and warrant only as to itself to the Company (with respect to itself only), Borrower and Holdings as follows: 10.1 This Agreement, when signed, constitutes a legal, valid binding and enforceable obligation of the Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, (a) It is an "accredited investor" within the meaning of as that term is defined in Rule 501 of Regulation D of the CommissionSecurities Act, as presently and that, in effect. 10.4 Should making the Lender partake in a Conversion or exercise Warrantspurchases contemplated herein, it undertakes to acquire is specifically understood and agreed that such Lender is acquiring the Shares for investment and Bridge Loan Securities for the Lender's own account, not as a nominee or agent, purpose of investment and not with a view to towards the resale sale or distribution thereof within the meaning of the Securities Act; PROVIDED, HOWEVER, that the disposition of such Lender's property shall at all times be and remain within its control. (b) It understands that the Bridge Loan Securities will not be registered under the Securities Act or any part thereofstate or other securities law, by reason of their issuance by Holdings and the Lender has no present intention of selling, granting any participation in, or otherwise distributing Borrower in a transaction exempt from the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the registration requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not beenother securities laws, and will not at that it must hold the time of issuance by the Company be, Bridge Loan Securities indefinitely unless a subsequent disposition thereof is registered under the Securities Act by reason of a specific and applicable state securities laws or is exempt from registration. (c) It understands that the exemption from registration afforded by Rule 144 (the registration provisions of which are known to such Lender) promulgated by the Commission under the Securities Act which depends uponon the satisfaction of various conditions, among other things, including the bona fide nature requirement that Holdings and the Borrower have been subject to the reporting requirements of Section 13 or Section 15 of the investment intent Exchange Act for at least 90 days, and that, if applicable, Rule 144 affords the basis for sales only in limited amounts and that Holdings and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" Borrower do not now qualify under applicable U.S. federal Rule 144 and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfyever qualify. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (id) it It has been furnished not employed any broker or finder in connection with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; . (ve) it It has been furnished with or has had access to the Company's Annual Report on Form 20-F for information it has requested from Holdings and the year ended December 31, 2001 as amended by Amendment No. 1 theretoBorrower and has had an opportunity to discuss with the management of Holdings and the Borrower the business and financial affairs of the Loan Parties, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities or privately held companies so as to enable it to understand and evaluate the risks of such Reports on Form 6-K as filed by the Company investment and form an investment decision with the SECrespect thereto; and (vi) it understands PROVIDED, HOWEVER, that the foregoing shall in no way affect, diminish or derogate from the representations and warranties made by Holdings and the Borrower hereunder or the right of the Lenders to rely thereon and to seek indemnification hereunder. (f) The execution, delivery and performance of this Agreement and the other Bridge Loan Documents to which it is a party are within its organizational power and authority and have been duly authorized by all necessary action of such Lender, do not conflict with or result in a breach of or violate any of such Lender's governing documents or any Contractual Obligation or any Requirement of Law and constitute legal, valid and binding agreements of such Lender enforceable against it in accordance with their respective terms except as enforceability may be considered as a high-risk venturelimited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally or by general equitable principles. (g) Either (i) no part of the funds to be used by such Lender to acquire or hold the Bridge Notes or the Warrants constitutes assets of any "employee benefit plan" within the meaning 40 of Section 3(3) of ERISA or any "plan" within the meaning of Section 4975 of the Internal Revenue Code or (ii) the acquisition and holding of the Bridge Notes and the Warrants by such Lender nevertheless has voluntarily agreed is exempt from the restrictions on prohibited transactions of ERISA and the Internal Revenue Code pursuant to consummate this transactionone or more statutory, regulatory or administrative exemptions. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to the Company (with respect Borrower as of the Agreement Date and as of each date that any Note, Warrant or Common Stock is issued to itself only)a Lender, as followsthat: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses the means has full power and resources authority to fully fund both of make each Disbursement, enter into and perform its respective tranches other obligations under each of the Loan, Loan Documents and is not aware of any prohibition or carry out the other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereundertransactions contemplated thereby. 10.3 The Lender has such knowledge (d) Each of the Notes, the Warrants and experience as the Warrant Shares (collectively the “Loan Securities”) to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend received by such Lender hereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act of 1933, as amended (“1933 Act”), except pursuant to sales registered or exempted under the 1933 Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing violation of the Shares for any amount of time1933 Act without prejudice, provided that any transferhowever, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person Lender’s right at all times to sell or to otherwise dispose of all or any third person, part of such Loan Securities in compliance with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulationslaws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Loan Securities for any period of time, and that such Lender reserves the right to dispose of the Loan Securities at any time in accordance with or pursuant to these laws, a registration statement or an exemption under the 1933 Act. Such Lender must hold the Shares indefinitely unless they are is not a broker-dealer registered with the Commission and qualified by necessary state authorities SEC under the Securities Exchange Act of 1934, as amended (“1934 Act”), or an exemption from entity engaged in a business that would require it to be so registered. (e) Such Lender can bear the economic risk and complete loss of its investment in the Loan Securities and has such registration knowledge and qualification requirements experience in financial or business matters that it is available. The capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Lender further acknowledges that if has had an exemption from registration or qualification is availableopportunity to receive, it may be conditioned on various requirements including, but not limited to, the time review and manner of sale, the holding period for the Shares and requirements relating understand all information related to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been Borrower requested by the Lender; (ii) it has been afforded the opportunity and to ask questions of and receive answers from the Company; (iii) Borrower regarding the Borrower, its business and the terms and conditions of the offering of the Loan Securities, and has conducted and completed its own independent due diligence. Such Lender acknowledges receipt of copies of the Borrower’s filings pursuant to the 1934 Act. Based on the information such Lender has deemed appropriate, it has sought independently made its own analysis and decision to enter into the Loan Documents. Neither such accountinginquiries nor any other due diligence investigation conducted by such Lender shall modify, legal limit or otherwise affect such Lender’s right to rely on the Borrower’s representations and tax advice warranties contained in this Agreement. (g) Such Lender understands that the Loan Securities are characterized as it has considered necessary to make “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances. (h) Such Lender is an informed decision with respect to its potential acquisition “accredited investor” as defined in Regulation D promulgated under the 1933 Act. (i) Such Lender did not learn of the Shares; investment in the Loan Securities as a result of any general solicitation or general advertising. (ivj) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise No Person will have, as a result of the transactions contemplated by this Agreement; the Loan Documents, any valid right, interest or claim against or upon the Borrower or any Lender for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Lender. (vk) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it Such Lender understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Borrower or the purchase of the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionSecurities. 10.7 The (l) Such Lender has had appropriate opportunities no present intent to discuss and review effect a “change of control” of the Company's business with Company representatives and perform extensive due diligenceBorrower as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act. 10.8 The (m) No source of funds used by such Lender has not retained to make any brokers in relation to Disbursement constitutes “plan assets” within the subject transaction meaning of this Agreementthe Employee Retirement Income Security Act of 1974, the Code or any of the respective regulations promulgated thereunder.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to the Company that: (with respect to itself only)a) All action, corporate or otherwise, on the part of such Lender, and its officers, directors, and shareholders or partners, as follows: 10.1 This the case may be, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement, when signedincluding the Loan Documents to which such Lender is a party, constitutes will not conflict with, or result in a legal, valid binding and enforceable obligation breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender (b) It has such knowledge knowledge, skill and experience as to be in business, financial and investment matters so that it is capable of evaluating the merits and risks associated with its advance of its portion an investment in the Notes and the Warrants. (c) It has made such independent investigation of the LoanCompany, its management, and related matters as it deems to be necessary or advisable in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. (d) It had the opportunity to discuss the Company’s business with the Company’s senior executives. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised that the Notes and the Warrants are not being registered under the Act on the grounds that this transaction is able exempt under the Act as not involving any public offering. (g) It has been advised that the Notes and the Warrants may not be sold or offered for sale in the absence of an effective registration statement as to fend for itself the securities under the Act and can bear any applicable state securities acts or the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise availability of Warrants, an exemption from the registration requirements under the Act and any applicable state securities acts. (h) It is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D of under the Commission, as presently in effectAct. 10.4 Should (i) Such Lender understands that the Lender partake Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a Conversion or exercise Warrants, it undertakes to acquire transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Shares for investment and for Act only in certain limited circumstances. Such Lender acknowledges that the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, securities must be held indefinitely unless subsequently registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Such Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not aware of the provisions of Rule 144 promulgated under the Act which permit limited to, the time and manner resale of sale, the holding period for the Shares and requirements relating shares purchased in a private placement subject to the Company which are outside satisfaction of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfycertain conditions. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Company (with respect to itself only), as followsAgreement Date that: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses has full power and authority to make the means Loans and resources to fully fund both of enter into and perform its respective tranches other obligations under each of the Loan, Loan Documents and is not aware of any prohibition or carry out the other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereundertransactions contemplated thereby. 10.3 The Lender has such knowledge (d) Each of the Conversion Notes and experience as Conversion Shares to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend received by such Lender hereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and similar provisions state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of state law. The time and such Lender will have sole voting control over reserves the Shares for purposes of Section 13(d) right to dispose of the Exchange Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The . (e) Such Lender does not presently have any contract, undertaking, agreement can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any business matters that it is capable of evaluating the merits and risks of the Sharesinvestment contemplated hereby. 10.5 The (f) Such Lender understands that, except that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered be resold without registration under the Securities Act by reason of a specific exemption from the registration provisions of only in certain limited circumstances. (g) Such Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfyAct. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to the Company (with respect to itself only), Borrower as followsof the Agreement Date that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) Such Lender (i) acquired the Loans and enforceable obligation the Notes (together with the related guaranties set forth in the Security Agreement of the Guarantors) provided by such Lender. 10.2 The , the Warrants related to the First Out Waterfall Loans made by such Lender possesses hereunder, and in the means and resources to fully fund both of its respective tranches case of the LoanLast Out Waterfall Lender, the Exchanged Deerfield Convertible Notes, and is not aware of (ii) upon any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or cash exercise of such Lender’s Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to will acquire the Warrant Shares then-issuable upon exercise thereof for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to towards, or for resale in connection with, the resale public sale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation inexcept pursuant to sales registered under, or otherwise distributing exempted from, the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the registration requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over Act; provided, however, that by making the Shares for purposes of Section 13(d) of the Exchange Act. The representations herein, such Lender does not presently have agree to hold any contract, undertaking, agreement of the Securities for any minimum or arrangement with any person other specific term and reserves the right to sellassign, transfer or grant participation to such person or to any third person, with respect to otherwise dispose of any of the Shares. 10.5 The Lender understands that, except as may occur Securities at any time in accordance with or pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered a registration statement or an exemption under the Securities Act by reason Act. (b) Such Lender is an “accredited investor” as that term is defined in Rule 501(a) of a Regulation D. (c) Such Lender understands that the Securities are being offered and sold to it in reliance on specific exemption exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. United States federal and state securities laws and regulationsthat the Borrower is relying in part upon the truth and accuracy of, and that pursuant to these lawssuch Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, herein in order to satisfydetermine the availability of such exemptions. 10.6 The (d) Such Lender acknowledges thatand its advisors, without derogating from the liability of the Company under Section 9 aboveif any, (i) it has have been furnished with all materials relating to the business, finances and operations of the Company Loan Parties and their Subsidiaries and materials relating to the issuance offer and sale of Shares to the Lender hereunder which Securities that have been requested by the such Lender; (ii) it has . Such Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Company; (iii) Loan Parties. Neither such inquiries nor any other due diligence investigations conducted by such Lender or its advisors, if any, or its representatives shall modify, amend or otherwise affect such Lender’s right to rely on the representations and warranties of the Loan Parties and their Subsidiaries contained in Article 3 and elsewhere in the Loan Documents. Such Lender can bear the economic risk of a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it has sought such accounting, legal to understand the risks of and tax advice as it has considered necessary to make an informed investment decision with respect to its potential acquisition investment in the Securities. (e) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Shares; (iv) it understands that it (and not Securities or the Company) shall be responsible for its own tax liabilities that may arise as a result fairness or suitability of the transactions contemplated investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (f) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (g) Each Loan Document to which such Lender is a party has been duly authorized, executed and delivered by this Agreement; such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable against such Lender in accordance with its terms, except as such enforceability may be limited by (vi) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31applicable insolvency, 2001 as amended by Amendment No. 1 theretobankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and with (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (h) Such Lender has the requisite power and authority to enter into and perform its obligations under each of the Loan Documents to which such Reports on Form 6-K as filed by the Company with the SEC; and Lender is a party. (vii) it Such Lender understands that the Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they were, or are being, acquired from the Borrower (or the Guarantors, as applicable) in a transaction not involving a public offering and that none of the Securities may be considered as resold and/or hedged except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, including Rule 144 under the Securities Act, Section 4(a)(7) of the Securities Act or a highso-risk venture, called “4[(a)] and a half” transaction (without limiting the Lender nevertheless has voluntarily agreed to consummate this transactionrepresentations and warranties of the Borrower set forth in Section 3.1(z)). 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender represents and warrants to the Company (with respect to itself only), Borrower as followsof the Agreement Date and each Disbursement Date that: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses the means has full power and resources authority to fully fund both of make each Disbursement and to enter into and perform its respective tranches other obligations under each of the LoanLoan Documents and carry out the other transactions contemplated thereby. (d) Each of the Notes, Warrants, and is not aware of any prohibition or other restriction that will limit or prevent Warrant Shares (collectively the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as “Loan Securities”) to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend received by such Lender hereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act of 1933, as amended (“1933 Act”), except pursuant to sales registered or exempted under the 1933 Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing violation of the Shares for any amount of time1933 Act without prejudice, provided that any transferhowever, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person Lender’s right at all times to sell or to otherwise dispose of all or any third person, part of such Loan Securities in compliance with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Loan Securities for any period of time and regulations, and that such Lender reserves the right to dispose of the Loan Securities at any time in accordance with or pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities a registration statement or an exemption from under the 1933 Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Loan Securities and has such registration knowledge and qualification requirements experience in financial or business matters that it is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, capable of evaluating the time merits and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside risks of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfyinvestment contemplated hereby. 10.6 The (f) Such Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be considered as a high-risk venture, and resold without registration under the Lender nevertheless has voluntarily agreed to consummate this transaction1933 Act only in certain limited circumstances. 10.7 The (g) Such Lender has had appropriate opportunities to discuss and review is an “accredited investor” in Regulation D promulgated under the Company's business with Company representatives and perform extensive due diligence1933 Act. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to the Company (with respect Borrower as of the Agreement Date and as of each date that any Notes, Warrants or Common Shares are issued to itself only)a Lender, as followsthat: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses the means has full power and resources authority to fully fund both of make each Disbursement and to enter into and perform its respective tranches other obligations under each of the Loan, Loan Documents and is not aware of any prohibition or carry out the other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereundertransactions contemplated thereby. 10.3 The Lender has such knowledge (d) Each of the Notes, Warrants, the Warrant Shares and experience as the Share Issue Shares (collectively the “Loan Securities”) to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend received by such Lender hereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act of 1933, as amended (“1933 Act”), except pursuant to sales registered or exempted under the 1933 Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing violation of the Shares for any amount of time1933 Act without prejudice, provided that any transferhowever, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person Lender’s right at all times to sell or to otherwise dispose of all or any third person, part of such Loan Securities in compliance with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Loan Securities for any period of time and regulations, and that such Lender reserves the right to dispose of the Loan Securities at any time in accordance with or pursuant to these laws, a registration statement or an exemption under the 1933 Act. Such Lender must hold the Shares indefinitely unless they are is not a broker-dealer registered with the Commission and qualified by necessary state authorities SEC under the Securities Exchange Act of 1934, as amended (“1934 Act”) or an exemption from entity engaged in a business that would require it to be so registered. (e) Such Lender can bear the economic risk and complete loss of its investment in the Loan Securities and has such registration knowledge and qualification requirements experience in financial or business matters that it is available. The capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Lender further acknowledges that if has had an exemption from registration or qualification is availableopportunity to receive, it may be conditioned on various requirements including, but not limited to, the time review and manner of sale, the holding period for the Shares and requirements relating understand all information related to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been Borrower requested by the Lender; (ii) it has been afforded the opportunity and to ask questions of and receive answers from the Company; (iii) Borrower regarding the Borrower, its business and the terms and conditions of the offering of the Loan Securities, and has conducted and completed its own independent due diligence. Such Lender acknowledges receipt of copies of the Borrower’s filings pursuant to the 1934 Act. Based on the information such Lender has deemed appropriate, it has sought independently made its own analysis and decision to enter into the Loan Documents. Neither such accountinginquiries nor any other due diligence investigation conducted by such Lender shall modify, legal limit or otherwise affect such Lender’s right to rely on the Borrower’s representations and tax advice warranties contained in this Agreement. (g) Such Lender understands that the Loan Securities are characterized as it has considered necessary to make “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances. (h) Such Lender is an informed decision with respect to its potential acquisition “accredited investor” in Regulation D promulgated under the 1933 Act. (i) Such Lender did not learn of the Shares; investment in the Loan Securities as a result of any general solicitation or general advertising. (ivj) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise No Person will have, as a result of the transactions contemplated by this Agreement; the Loan Documents, any valid right, interest or claim against or upon the Borrower, any Subsidiary or any Lender for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Lender. (vk) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it Such Lender understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Borrower or the purchase of the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionSecurities. 10.7 The (l) Such Lender has had appropriate opportunities no present intent to discuss and review effect a “change of control” of the Company's business with Company representatives and perform extensive due diligenceBorrower as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender represents and warrants to the Company (with respect to itself only), as follows: 10.1 (a) The Lender acknowledges and agrees that the Lender's Loan is not evidenced by a written promissory note or any other written instrument purporting to evidence the terms of the Lender's Loan. (b) The Lender acknowledges that the Shares have not been registered under U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and are being offered and sold pursuant to an exemption from registration contained in the Securities Act and such state laws based in part upon the representations of the Lenders contained herein. The Lender also understands and acknowledges that no federal or state agency has made any recommendation or endorsement of the Shares. (c) The Shares are being acquired for the Lender's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof. The Lender has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition of the Shares. (d) The Lender acknowledges that the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws, or is exempt from such registration. The Lender understands that a restrictive legend will be placed on the certificate for the Shares and related stop transfer instructions will be entered with the Company's transfer agent. (e) This Agreement, when signed, Agreement constitutes a the legal, valid and binding and enforceable obligation of the LenderLender enforceable against the Lender in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. 10.2 (f) The Lender possesses has had access to and has obtained all material information concerning the means Company and resources to fully fund both of its respective tranches business and financial condition, operations, prospects and investments, has personally made such independent investigations of the LoanCompany as he deems necessary and advisable and has been supplied with all information and data which he believes is necessary to reach an informed decision as to the advisability of acquiring the Shares upon the terms and conditions contained herein. (g) The Lender is an "accredited investor" as defined in Regulation D under the Securities Act, and is not aware of any prohibition or other restriction in that will limit or prevent the Lender from fully meeting its obligations to the Company hereunderis an individual with a net worth in excess of $1,000,000. 10.3 (h) The Lender has such knowledge experience in financial and experience as to be business matters such that he is capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire acquiring the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shareshereunder. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender represents and warrants to the Company (with respect to itself only), Borrower as followsof the Agreement Date that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) It is acquiring the Warrants and enforceable obligation of the Lender. 10.2 The Lender possesses the means and resources to fully fund both of Warrant Shares solely for its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend account for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own accountinvestment, not as a nominee an agent or agentnominee, and not with a view to the or for resale or in connection with any distribution of the Warrants or Warrant Shares or any part thereof, . (b) The Warrants and the Warrants Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such Lender has no a present intention of sellingacquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities. None of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to Lenders has such person or to any third person, with respect to any of the Sharespresent intention. 10.5 (c) The Lender understands that, except as may occur pursuant to Warrants and the rights provided for in Section 7 hereof, the Warrant Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, must be held indefinitely unless they are subsequently registered under the Securities Act by reason or an exemption for such registration is available. (d) Neither the Warrants nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met. (e) It will not make any disposition of all or any part of the Warrants or Warrant Shares until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a specific exemption from sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the registration provisions Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 or Rule 144A of the Securities Act which depends upon, among other things, Act. (f) It understands and agrees that all certificates evidencing the bona fide nature shares to be issued to the Lenders upon exercise of the investment intent Warrants may bear a legend as set forth in the Warrants. (g) Such Lender is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. (h) Such Lender is duly organized and validly existing under the accuracy laws of the jurisdiction of its formation. (i) Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered enforceable in accordance with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligationits terms, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, such enforceability may be limited by (i) it has been furnished with all materials relating to the businessapplicable insolvency, finances bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender has been afforded full power and authority to make each Disbursement and to enter into and perform its other obligations under each of the Transaction Documents and carry out the other transactions contemplated thereby. (k) Such Lender (A) has had reasonable opportunity to ask questions of and receive answers from Borrower concerning the Company; Transaction Documents, (iiiB) it has sought been permitted access, to such accountingLender’s satisfaction, legal to the SEC Reports, and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (ivC) it understands that it (the entry into the Transaction Documents and not the Company) shall investment in the securities issued thereunder is subject to risks as stated in the risk factors disclosed in the SEC Reports or as otherwise may be responsible for its own tax liabilities applicable to similar investments and acknowledges that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access an opportunity to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 theretoreview, and with upon review, fully understands such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionfactors. 10.7 The Lender (l) [ *** ] [ *** ] Confidential treatment of redacted portions has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligencebeen requested. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender severally and not jointly, represents and warrants to the Company (with respect to itself only), as of the date hereof and the date of issuance of the Restricted Common Stock as follows: 10.1 This Agreementa. Such Lender will acquire any Restricted Common Stock issuable hereunder for its own account, when signed, constitutes for investment purposes only and not with a legal, valid binding and enforceable obligation view to any distribution thereof within the meaning of the Securities Act. b. Such Lender has received such information as it deems necessary in order to make an investment decision with respect to the Restricted Common Stock and has had the opportunity to ask questions of and receive answers from Parent and its officers and directors and to obtain such additional information which Parent possesses or could acquire without unreasonable effort or expense as such Lender deems necessary to verify the accuracy of the information furnished to such Lender and has asked questions, received such answers and obtained such information as it deems necessary to verify the accuracy of the information furnished to such Lender. 10.2 The c. Such Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D of the Commission, as presently in effectSecurities Act. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The d. Such Lender understands that, except as may occur pursuant to that the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have Restricted Common Stock has not been, been and will not at the time of issuance by the Company be, be registered under the Securities Act or any state or other securities law, that the Restricted Common Stock is being issued by reason of a specific exemption Parent in transactions exempt from the registration requirements of the Securities Act, that the Restricted Common Stock may be resold only if registered pursuant to the provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification under the Securities Act is available, it may be conditioned on various requirements including, but not limited to, and that the time and manner certificates representing the shares of sale, the holding period for the Shares and requirements relating Restricted Common Stock will contain a restrictive legend to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfythat effect. 10.6 The e. Such Lender acknowledges further understands that the exemption from registration afforded by Rule 144 depends on the satisfaction of various conditions, and that, without derogating from if applicable, Rule 144 may afford the basis for sales only in limited amounts. f. Such Lender did not employ any broker or finder in connection with the transaction contemplated in the Agreement or incur any liability of the Company under Section 9 abovefor any brokerage fees, (i) it has been furnished commissions or finders’ fees in connection with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionFirst Amendment. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to the Company (with respect to itself only), Borrower as followsof the Agreement Date that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) Such Lender (i) is acquiring the Loans and enforceable obligation the Notes (together with the related guaranties set forth in the Security Agreement of the Lender. 10.2 The Guarantors) provided by such Lender possesses and the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations Warrants related to the Company hereunder. 10.3 The Loans made by such Lender has such knowledge hereunder and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or (ii) upon any exercise of such Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to will acquire the Warrant Shares then-issuable upon exercise thereof for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to towards, or for resale in connection with, the resale public sale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation inexcept pursuant to sales registered under, or otherwise distributing exempted from, the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the registration requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over Act; provided, however, that by making the Shares for purposes of Section 13(d) of the Exchange Act. The representations herein, such Lender does not presently have agree to hold any contract, undertaking, agreement of the Securities for any minimum or arrangement with any person other specific term and reserves the right to sellassign, transfer or grant participation to such person or to any third person, with respect to otherwise dispose of any of the Shares. 10.5 The Lender understands that, except as may occur Securities at any time in accordance with or pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered a registration statement or an exemption under the Securities Act by reason Act. (b) Such Lender is an “accredited investor” as that term is defined in Rule 501(a) of a Regulation D. (c) Such Lender understands that the Securities are being offered and sold to it in reliance on specific exemption exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. United States federal and state securities laws and regulationsthat the Borrower is relying in part upon the truth and accuracy of, and that pursuant to these lawssuch Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, herein in order to satisfydetermine the availability of such exemptions. 10.6 The (d) Such Lender acknowledges thatand its advisors, without derogating from the liability of the Company under Section 9 aboveif any, (i) it has have been furnished with all materials relating to the business, finances and operations of the Company Loan Parties and their Subsidiaries and materials relating to the issuance offer and sale of Shares to the Lender hereunder which Securities that have been requested by the such Lender; (ii) it has . Such Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Company; (iii) Loan Parties. Neither such inquiries nor any other due diligence investigations conducted by such Lender or its advisors, if any, or its representatives shall modify, amend or otherwise affect such Lender’s right to rely on the representations and warranties of the Loan Parties and their Subsidiaries contained in Article 3 and elsewhere in the Loan Documents. Such Lender can bear the economic risk of a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it has sought such accounting, legal to understand the risks of and tax advice as it has considered necessary to make an informed investment decision with respect to its potential acquisition investment in the Securities. (e) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Shares; (iv) it understands that it (and not Securities or the Company) shall be responsible for its own tax liabilities that may arise as a result fairness or suitability of the transactions contemplated investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (f) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (g) Each Loan Document to which such Lender is a party has been duly authorized, executed and delivered by this Agreement; such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable against such Lender in accordance with its terms, except as such enforceability may be limited by (vi) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31applicable insolvency, 2001 as amended by Amendment No. 1 theretobankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and with (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (h) Such Lender has the requisite power and authority to enter into and perform its obligations under each of the Loan Documents to which such Reports on Form 6-K as filed by the Company with the SEC; and Lender is a party. (vii) it Such Lender understands that the Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower (or the Guarantors, as applicable) in a transaction not involving a public offering and that none of the Securities may be considered as resold and/or hedged except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, including Rule 144 under the Securities Act, Section 4(a)(7) of the Securities Act or a highso-risk venture, called “4[(a)] and the Lender nevertheless has voluntarily agreed to consummate this a half” transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to the Company Borrower as of the Agreement Date (with respect or as of the date such Lender becomes a party to itself only), this Agreement pursuant to Section 6.5) and as followsof each Disbursement Date (or as of the date of any issuance of Securities) that: 10.1 This Agreement, when signed, constitutes a legal, valid binding and enforceable obligation (a) Such Lender is acquiring the Notes (together with the related guaranties set forth in the Security Agreement of the Lender. 10.2 The Guarantors) provided by the applicable Loan Party in connection with the Loans made, and/or Subsequent Disbursement Commitments provided, by such Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrantseach case, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to towards, or for resale in connection with, the resale public sale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation inexcept pursuant to sales registered under, or otherwise distributing exempted from, the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the registration requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over Act; provided, however, that by making the Shares for purposes of Section 13(d) of the Exchange Act. The representations herein, such Lender does not presently have agree to hold any contract, undertaking, agreement of the Securities for any minimum or arrangement with any person other specific term and reserves the right to sellassign, transfer or grant participation to such person or to any third person, with respect to otherwise dispose of any of the Shares. 10.5 The Lender understands that, except as may occur Securities at any time in accordance with or pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered a registration statement or an exemption under the Securities Act by reason (subject to such Lender’s compliance with Section 6.5). (b) Such Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. (c) Such Lender did not learn of the investment in the Securities as a result of any general solicitation or general advertising. (d) Such Lender understands that the Securities are being issued to it in reliance on specific exemption exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. United States federal and state securities laws and regulationsthat the Borrower is relying in part upon the truth and accuracy of, and that pursuant to these lawssuch Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, herein in order to satisfydetermine the availability of such exemptions. 10.6 The (e) Such Lender acknowledges that, without derogating from can bear the liability economic risk of a total loss of its investment in the Company under Section 9 above, (i) Securities being offered and has such knowledge and experience in business and financial matters so as to enable it has been furnished with all materials relating to understand the business, finances risks of and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its potential acquisition investment in the Securities. (f) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Shares; (iv) it understands that it (and not Securities or the Company) shall be responsible for its own tax liabilities that may arise as a result fairness or suitability of the transactions contemplated by this Agreement; investment in the Securities nor have such authorities passed upon or endorsed the merits of any offering of the Securities. (vg) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it Such Lender understands that the Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower (or the Guarantors, as applicable) in a transaction not involving a public offering and that none of the Securities may be considered as resold and/or hedged except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, including Rule 144 under the Securities Act, Section 4(a)(7) of the Securities Act or a highso-risk venture, called “4[(a)](1) and the Lender nevertheless has voluntarily agreed to consummate this a half” transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of The Agent and the Lenders each represents and warrants to the Company Borrower that: (with respect to itself only)a) The Agent and such Lender, as follows:applicable, is an entity duly organized, validly existing and in good standing in accordance with the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. 10.1 This Agreement(b) The execution, when signeddelivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Agent and such Lender, constitutes as applicable, and this Agreement is a legal, valid and binding and enforceable obligation of the Agent and such Lender, as applicable, enforceable against the Agent and such Lender, as applicable, in accordance with its terms. 10.2 (c) The Lender possesses execution, delivery and performance of this Agreement and the means consummation by the Agent and resources to fully fund both of its respective tranches such Lender, as applicable, of the Loantransactions contemplated hereby do not violate, conflict with or constitute a default under (i) any agreement, indenture or instrument to which the Agent or such Lender, as applicable, is a party or (ii) any law, statute, rule, regulation, order, judgment or decree to which the Agent or such Lender, as applicable, is subject. (d) The Agent and such Lender, as applicable, understands that: (i) the ADCT Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws; (ii) the ADCT Shares may not be sold or otherwise transferred unless such sale or transfer is registered under the Securities Act (and any other applicable securities laws) or unless exemptions from such registration requirements are available; and (iii) a legend will be placed on any certificate or certificates evidencing the ADCT Shares stating that such ADCT Shares have not been registered under the Securities Act and that such ADCT Shares are subject to restrictions on transferability and sale. (e) Such Lender (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it (ii) is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, of losing its entire investment in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effectADCT Shares. 10.4 Should (f) Such Lender (i) is acquiring the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the ADCT Shares solely for investment and for the Lender's such Xxxxxx’s own account, not as a nominee or agent, for investment purposes only and not with a view to the resale toward distribution or distribution of any part thereof, sale and the Lender has no present intention of selling, granting any participation in, (ii) will not sell or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the transfer such ADCT Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act unless and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to until such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, transaction is registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. . (g) The Lender further Agent and such Lender, as applicable, hereby acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside none of the Lender's control and which the Company Borrower, its affiliates or any of its or their respective directors, officers, employees, partners, managers, equityholders, agents or representatives has made or is under no obligationmaking any representations or warranties, express or implied, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under in Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction 2.1 of this Agreement, the Credit Agreement and the other Financing Documents.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Company (with respect to itself only), as followsAgreement Date that: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses has full power and authority to make the means Loans and resources to fully fund both of enter into and perform its respective tranches other obligations under each of the Loan, Loan Documents and is not aware of any prohibition or carry out the other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereundertransactions contemplated thereby. 10.3 (d) The Lender has such knowledge Tribute Convertible Notes and experience as the Conversion Shares to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend issuable thereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act, except pursuant to sales registered or in a transaction exempted under the Securities Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and similar provisions state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of state law. The time and such Lender will have sole voting control over reserves the Shares for purposes of Section 13(d) right to dispose of the Exchange Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The . (e) Such Lender does not presently have any contract, undertaking, agreement can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any business matters that it is capable of evaluating the merits and risks of the Sharesinvestment contemplated hereby. 10.5 The (f) Such Lender understands that, except that the Tribute Convertible Notes and the Conversion Shares thereunder are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered be resold without registration under the Securities Act by reason of a specific exemption from the registration provisions of only in certain limited circumstances. (g) Such Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested National Instrument 45-106 – Prospectus Exemptions promulgated by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionCanadian Securities Administrators. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally but not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (with respect a) Such Lender is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to itself only)do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where failure to be so qualified or in good standing would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and such Lender has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted. (b) Such Lender has the limited liability company, limited partnership or other entity (as applicable) power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by such Lender and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Lender, and no further approval or authorization by any of its stockholders, partners, members or other equity owners, as follows: 10.1 the case may be, is required. This AgreementAgreement has been duly and validly executed and delivered by such Lender and assuming due authorization, when signedexecution and delivery by the Borrower, constitutes is a legal, valid and binding and enforceable obligation of such Lender, enforceable against such Lender in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Neither the Lender. 10.2 The execution and delivery by such Lender possesses of this Agreement or the means and resources to fully fund both of its respective tranches consummation of the Loantransactions contemplated hereby, and is not aware of any prohibition or other restriction that will limit or prevent the nor compliance by such Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the Shares issuable termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien upon Conversion and exercise any of the Warrants have not been, and will not at the time material properties or assets of issuance by the Company be, registered such Lender or any of its subsidiaries under the Securities Act by reason of a specific exemption from the registration provisions any of the Securities Act which depends uponterms, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities conditions or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 aboveprovisions of, (i) it has been furnished with all materials relating to the business, finances and operations any organizational documents of the Company and materials relating to the issuance of Shares to the such Lender hereunder which have been requested by the Lender; or (ii) any material contract to which such Lender or any of its subsidiaries is a party or by which it has been afforded the opportunity may be bound, or to ask questions which such Lender or any of its subsidiaries or any of the Company; properties or assets of such Lender or any of its subsidiaries may be subject, or (iiiB) it has sought violate any law applicable to such accountingLender or any of its subsidiaries or any of their respective properties or assets, legal except in the case of clauses (A)(ii) and tax advice (B) for such violations, conflicts, breaches, defaults, termination or acceleration as it has considered necessary would not reasonably be expected to make an informed decision materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. Other than filings with respect the SEC related to its potential acquisition the making of the Shares; (iv) it understands that it (and not Loans or as required by the Company) shall be responsible securities or blue sky laws of the various states, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Authority, nor expiration or termination of any statutory waiting period, is necessary for its own tax liabilities that may arise as a result the consummation by such Lender of the transactions contemplated by this Agreement. (c) Such Lender (i) is acquiring the Loans provided by such Lender and the Notes (together with the related guaranties set forth in the Guaranty of the Guarantors) provided by the applicable Loan Party in connection with such Loan made by such Lender hereunder, and (ii) upon issuance thereof, will acquire Preferred Stock, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; (v) it has had access provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, Transfer or otherwise Dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act, subject to the Company's Annual Report limitations on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionTransfer set forth herein. 10.7 The (d) Such Lender has had appropriate opportunities to discuss and review is a “qualified institutional buyer” (as defined in Rule 144A under the Company's business with Company representatives and perform extensive due diligenceSecurities Act) or an “accredited investor” (as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act (provided that in the case of clause (8) all of the equity owners of such entity are accredited investors as defined in Rule 501(a)(1), (2), (3), (7) or (8) as modified by this parenthetical)). 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender represents and warrants to the Company (with respect to itself only), as follows: 10.1 (a) The Lender acknowledges and agrees that the Lender’s Loan is not evidenced by a written promissory note or any other written instrument purporting to evidence the terms of the Lender’s Loan. (b) The Lender acknowledges that the Shares have not been registered under U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and are being offered and sold pursuant to an exemption from registration contained in the Securities Act and such state laws based in part upon the representations of the Lenders contained herein. The Lender also understands and acknowledges that no federal or state agency has made any recommendation or endorsement of the Shares. (c) The Shares are being acquired for the Lender’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof. The Lender has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition of the Shares. (d) The Lender acknowledges that the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws, or is exempt from such registration. The Lender understands that a restrictive legend will be placed on the certificate for the Shares and related stop transfer instructions will be entered with the Company’s transfer agent. (e) This Agreement, when signed, Agreement constitutes a the legal, valid and binding and enforceable obligation of the Lender enforceable against the Lender in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (f) The Lender has had access to and has obtained all material information concerning the Company and its business and financial condition, operations, prospects and investments, has personally made such independent investigations of the Company as the Lender deems necessary and advisable and has been supplied with all information and data which the Lender believes is necessary to reach an informed decision as to the advisability of acquiring the Shares upon the terms and conditions contained herein. (g) The Lender is an “accredited investor” as defined in Regulation D under the Securities Act, as represented by the Lender in the Stock Subscription Agreement executed by the Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 (h) The Lender has such knowledge experience in financial and experience as to be business matters such that the Lender is capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire acquiring the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shareshereunder. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to Borrower and its Subsidiaries as of the Company (with respect to itself only), as followsAgreement Date that: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses has full power and authority to make the means Loans and resources to fully fund both of enter into and perform its respective tranches other obligations under each of the Loan, Loan Documents and is not aware of any prohibition or carry out the other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereundertransactions contemplated thereby. 10.3 The Lender has such knowledge (d) Each of the Conversion Notes, Incremental Conversion Notes and experience as Conversion Shares to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend received by such Lender hereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and similar provisions state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of state law. The time and such Lender will have sole voting control over reserves the Shares for purposes of Section 13(d) right to dispose of the Exchange Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The . (e) Such Lender does not presently have any contract, undertaking, agreement can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any business matters that it is capable of evaluating the merits and risks of the Sharesinvestment contemplated hereby. 10.5 The (f) Such Lender understands that, except that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered be resold without registration under the Securities Act by reason of a specific exemption from the registration provisions of only in certain limited circumstances. (g) Such Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfyAct. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect Borrower as of the date hereof and as of each date Warrants are granted pursuant to itself only), as followsthis Agreement that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) It is acquiring the Warrants and enforceable obligation the shares of Common Stock issued upon exercise of the Lender. 10.2 The Lender possesses Warrants (the means and resources to fully fund both of “Exercise Shares”) solely for its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares account for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or for sale or distribution of the Warrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares such Lender is acquiring is being acquired for, and will be held for, its account only. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such Lender has no a present intention of sellingacquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities. None of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to Lenders has such person or to any third person, with respect to any of the Sharespresent intention. 10.5 (c) The Lender understands that, except as may occur pursuant to Warrants and the rights provided for in Section 7 hereof, the Exercise Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, must be held indefinitely unless they are subsequently registered under the Securities Act by reason of a specific or an exemption from for such registration is available. (d) Neither the registration provisions of Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act which depends uponunless certain conditions are met, including, among other things, the bona fide nature existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (e) It will not make any disposition of all or any part of the investment intent Warrants or Exercise Shares until: (i) The Borrower shall have received a letter secured by such Lender from the SEC stating that no action will be recommended to the SEC with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the accuracy Borrower of the Lender's representations proposed disposition and shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as expressed herein]Exhibit C to the Warrant. The Lender Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (f) It understands and agrees that the Warrants and all certificates evidencing the shares to be issued to the Lenders upon exercise of the Warrants may bear the following legend until such Shares are "restricted securities" time as the Warrants and such shares, as applicable, have been registered under applicable U.S. federal and state securities laws and regulations, and that the Securities Act or otherwise may be sold pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities such Rule 144 or an exemption from such registration under the Securities Act without any restriction as to the number of securities as of a particular date that can be immediately sold. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR (III) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 OR RULE 144A. “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 29, 2008. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (g) Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (h) Such Lender is a limited partnership duly organized and qualification requirements is available. The validly existing under the laws of the jurisdiction of its formation. (i) Such Lender further acknowledges has full power and authority to make the Disbursements and to enter into and perform its other obligations under each of the Financing Documents and carry out the other transactions contemplated thereby. (j) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that if an exemption from registration or qualification is availableare necessary, it may be conditioned on various requirements including, but not limited tofor the making of Disbursements hereunder, the time execution and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside delivery of the Financing Documents and the performance by such Lender of its obligations thereunder, have been obtained and are, and will be on the date of such Disbursement hereunder, in full force and effect. (k) Each Financing Document has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender's control and which the Company is under no obligation, enforceable in accordance with its terms, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, such enforceability may be limited by (i) it has been furnished with all materials relating to the businessapplicable insolvency, finances bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; applicable equitable principles (iii) it has sought such accounting, legal and tax advice as it has whether considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as in a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionproceeding at law or in equity). 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence(l) [***]. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect Borrower as of the date hereof and as of each date Warrants are granted pursuant to itself only), this Agreement as follows: 10.1 This Agreement, when signed, constitutes a legal, valid binding and enforceable obligation of the Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, (a) That it is able to fend acquiring the Warrants and the Exercise Shares solely for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares its account for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or for sale or distribution of said Warrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares such Lender is acquiring is being acquired for, and will be held for, its account only. (b) That the Warrants and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemption may not be present if, notwithstanding its representations, such Lender has no a present intention of sellingacquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities. None of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to Lenders has such person or to any third person, with respect to any of the Sharespresent intention. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of (c) That the Warrants have not been, and will not at the time of issuance by the Company be, Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act by reason of a specific or an exemption from the such registration provisions is available. Each of the Securities Lenders recognizes that the Borrower has no obligation to register the Warrants, or to comply with any exemption from such registration. (d) That neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act which depends uponunless certain conditions are met, including, among other things, the bona fide nature existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. (e) That no Lender will make any disposition of all or any part of the investment intent Warrants or Exercise Shares in any event unless and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy.until: 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating The Borrower shall have received a letter secured by such Lender from the Securities and Exchange Commission stating that no action will be recommended to the business, finances and operations of the Company and materials relating Commission with respect to the issuance of Shares to the Lender hereunder which have been requested by the Lender; proposed disposition; (ii) it has been afforded There is then in effect a registration statement under the opportunity to ask questions of the CompanyAct covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant annexed hereto as Exhibit C-1. The Borrower agrees that it has sought such accounting, legal and tax advice as it has considered necessary to make will not require an informed decision opinion of counsel with respect to its potential acquisition transactions under Rule 144 of the Shares; Securities Act of 1933, as amended, except in unusual circumstances. (ivf) That it understands and agrees that it all certificates evidencing the shares to be issued to the Lenders may bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 18, 2007, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (and not g) That each Lender is an “accredited investor” as defined in Regulation D promulgated under the CompanyAct. (h) shall be responsible for its own tax liabilities that may arise as a result Each of the transactions contemplated by this Agreement; (v) it has had access to Lenders is a Limited Partnership duly organized and validly existing under the Company's Annual Report on Form 20-F for laws of the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionState of its formation. 10.7 The Lender (i) That each of the Lenders has had appropriate opportunities and at all times shall maintain sufficient Dollars to discuss and review fund the Company's business with Company representatives and perform extensive due diligenceDisbursements. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect Borrower as of the date hereof and as of each date Warrants are granted pursuant to itself only), as followsthis Agreement that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) It is acquiring the Warrants and enforceable obligation the shares of Common Stock issued upon exercise of the Lender. 10.2 The Lender possesses Warrants (the means “Exercise Shares”) solely for its account for investment and resources not with a view to fully fund both of its respective tranches or for sale or distribution of the LoanWarrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares such Lender is acquiring is being acquired for, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting be held for, its obligations to the Company hereunder. 10.3 The Lender account only. It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks associated with its advance of its portion of investment and has the Loan, it is able ability to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion risks of its investment. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D public offering of the Commission, as presently in effect. 10.4 Should stock of the Lender partake in a Conversion or exercise Warrants, it undertakes Borrower is to acquire be effected. Each of the Shares for investment and Lenders realizes that the basis for the Lender's own accountexemptions may not be present, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the if notwithstanding its representations such Lender has no a present intention of sellingacquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities. None of the Shares for any amount of time, provided that any transfer, sale or other disposition Lenders has such present intention. Each of the Shares shall comply in all respects with Lenders understands (i) that the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares Common Stock issuable upon Conversion and exercise of the Warrants have is not been, and will not at the time of issuance by the Company be, registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by reason of a specific exemption the Warrants will be exempt from the registration provisions and qualifications requirements thereof and (ii) that the Borrower’s reliance on such exemptions is predicated on the representations set forth in this Section 3.3. (c) It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. (d) The Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act which depends uponor an exemption for such registration is available. (e) Neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the bona fide nature existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (f) It will not make any disposition of all or any part of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Warrants or Exercise Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy.until: 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it The Borrower shall have received a letter secured by such Lender from the SEC stating that no action will be recommended to the SEC with respect to the proposed disposition; [ * ] = Certain confidential information contained in this document, marked by brackets, has been furnished omitted and filed separately with all materials relating the Securities and Exchange Commission pursuant to the business, finances and operations Rule 24B-2 of the Company and materials relating to the issuance Securities Exchange Act of Shares to the Lender hereunder which have been requested by the Lender; 1934, as amended. (ii) it has been afforded There is then in effect a registration statement under the opportunity to ask questions of the CompanySecurities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it has sought such accounting, legal and tax advice as it has considered necessary to make will not require an informed decision opinion of counsel with respect to its potential acquisition transactions under Rule 144 of the Shares; Securities Act, except in unusual circumstances. (ivg) it It understands and agrees that it all certificates evidencing the shares to be issued to the Lenders may bear the following legend. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER SAID ACT” “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 4, 2008. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (h) Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (i) Such Lender is a limited partnership duly organized and not validly existing under the Company) shall be responsible for its own tax liabilities that may arise as a result laws of the transactions contemplated by this Agreement; jurisdiction of its formation. (vj) it Such Lender has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 theretosufficient funds, and with such Reports on Form 6-K as filed by will at all times during the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction term of this Agreement, have sufficient funds to make the Disbursements. Such Lender (i) is capable of paying its debts as they fall due, is not unable and has not admitted its inability to pay debts as they fall due, (ii) is not bankrupt or insolvent and (iii) has not taken action, and no such action has been taken by a third party, for such Lender’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for such Lender or any or all of its assets or revenues. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of the Lenders. Each of the Lenders Lender represents and warrants to the Company (with respect to itself only), that on the date hereof and as followsof the Closing Date: 10.1 (a) Such Lender has all requisite power to execute and deliver this Agreement, and all other documents and agreements contemplated hereby and thereby, and to perform the provisions hereof and thereof and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, and all other documents and agreements contemplated hereby and thereby, and the consummation of the transactions contemplated hereby or thereby, have been duly authorized and approved by such Lender. This Agreement, when signedand all other documents and agreements contemplated hereby and thereby have each been duly authorized, constitutes a legalexecuted and delivered by, and each is the valid and binding and obligation of, such Lender enforceable obligation of the Lenderagainst such Lender in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally. 10.2 The (c) Such Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. (d) Such Lender acknowledges that the securities being acquired by it are not being acquired pursuant to a transaction registered under the Securities Act of 1933, as amended, in that the issuance of the Commission, as presently in effectsecurities does not involve any public offering. 10.4 Should (e) Such Lender represents that it is acquiring the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares securities for investment and for the Lender's its own account, not as a nominee or agent, and not with a view to distribution. (f) Without limiting the resale or distribution of any part thereof, representations and warranties contained in the Loan Documents (as defined below) such Lender has no present intention received from the Company access to information as it deems necessary for the purchase of selling, granting any participation in, the securities. (g) Such Lender will not sell or otherwise distributing transfer the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities without registration of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered securities under the Securities Act by reason of 1933, as amended, or an exemption therefrom, and fully understands and agrees that such Lender must bear the economic risk of its purchase for an indefinite period of time. (h) Such Lender represents that it is willing and able to bear the economic risk of its investment in the Securities issued hereunder, and has no need for liquidity with respect thereto, is able to sustain a specific exemption from the registration provisions complete loss of its investment, and purchasing such securities for its own account for investment and not with a view for resale or distribution thereof except in compliance with the Securities Act which depends uponof 1933, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfyamended. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender represents and warrants to the Company (with respect to itself only), Borrower as followsof the Agreement Date that: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses the means has full power and resources authority to fully fund both of make each Disbursement and to enter into and perform its respective tranches other obligations under each of the LoanLoan Documents and carry out the other transactions contemplated thereby. (d) Such Lender understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Notes and Warrants and, (i) upon conversion of the Notes, will acquire the Note Shares issuable upon conversion thereof, (ii) upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise thereof, and is not aware (iii) will, under certain circumstances, receive the Interest Shares in lieu of any prohibition or other restriction that will limit or prevent cash interest payments under the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss andNotes, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, each case as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares principal for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to the resale to, or distribution of for distributing or reselling such Securities or any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing thereof in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements violation of the Securities Act or any applicable state securities laws, provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum period of time and similar reserves the right, subject to the provisions of this Agreement and the Registration Rights Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state lawsecurities laws. The Such Lender will have sole voting control over is acquiring the Shares for purposes Securities hereunder in the ordinary course of Section 13(d) of the Exchange Actits business. The Such Lender does not presently have any contractagreement, undertakingplan or understanding, agreement directly or arrangement indirectly, with any person Person to sell, transfer distribute or grant participation to such person or to effect any third person, with respect to distribution of any of the Shares. 10.5 The Securities (or any securities which are derivatives thereof) to or through any person or entity; and such Lender understands that, except as may occur pursuant to the rights provided for in is not a registered broker-dealer under Section 7 hereof, the Shares issuable upon Conversion and exercise 15 of the Warrants have not been, and will not at the time of issuance by the Company be, Exchange Act or any entity engaged in a business that would require to be so registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20broker-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactiondealer. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender severally and not jointly, represents and warrants to the Company (with respect to itself only), as follows: 10.1 This (a) The Lender has all requisite power and authority to execute and deliver this Agreement, when signedto consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Lender, constitutes and the consummation by the Lender of the transactions contemplated hereby have been duly approved and no other corporate or other proceedings on the part of the Lender are or will be necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and is a legal, valid and binding and enforceable obligation of the LenderLender enforceable against the Lender in accordance with its respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights. 10.2 (b) The Lender possesses is experienced in evaluating and investing in companies such as the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 Company. The Lender has is a sophisticated investor with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks associated with its advance of its portion a prospective investment in the Notes, the Warrants and the Warrant Shares (collectively, the “Securities”) and who is capable of the Loan, it is able to fend for itself and can bear bearing the economic risk relating to risks of such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effectinvestment. 10.4 Should (c) The Lender is acquiring the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares Securities for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation into, or otherwise distributing the samefor resale in connection with, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state lawdistribution thereof. The Lender will have sole voting control over understands that the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person Securities to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants be acquired have not been, and will not at the time of issuance by the Company be, been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Securities. The Lender understands and acknowledges that the offering of the Securities pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of Securities hereunder is exempt from the registration requirements of the Securities Act. (d) The Lender acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Lender is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. The Lender covenants that, in the absence of an effective registration statement covering the Securities in question, the Lender will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with the Lender’s representations and covenants set forth in this Section 4. In connection therewith, the Lender acknowledges that the Company will make a notation on its stock books regarding the restrictions on transfers set forth in this Section 4 and will transfer Securities on the books of the Company only to the extent not inconsistent therewith. (e) The Lender understands that there will be no public market for either the Notes or Warrants. (f) The Lender (or its authorized representative) has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and to review the Company’s facilities. The Lender understands that such Shares are "restricted securities" discussions, as well as the written information issued by the Company, were intended to describe the aspects of the Company’s business and prospects which it believes to be material but were not necessarily a thorough or exhaustive description. (g) The Lender represents that Lender is an “accredited investor” as such term is defined in Regulation D promulgated under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is availableSecurities Act. The Lender further acknowledges that if an exemption from registration has the financial ability to perform or qualification is availablecause this Agreement to be performed, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating shall provide to the Company which are outside reasonable evidence of the Lender's control and which the Company is under no obligationsuch ability upon written request from time to time, except as set forth herein, subject to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been confidentiality reasonably requested by the such Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect to itself only), Borrower as followsof the date hereof that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) It is acquiring the Warrants and enforceable obligation of the Lender. 10.2 The Lender possesses the means and resources to fully fund both of Warrant Shares solely for its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend account for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own accountinvestment, not as a nominee an agent or agentnominee, and not with a view to the or for resale or in connection with any distribution of the Warrants or Warrant Shares or any part thereof, . (b) The Warrants and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Warrant Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption for such registration is available. (c) Neither the Warrants nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met. (d) It will not make any disposition of all or any part of the Warrants or Warrant Shares until: (i) The Borrower shall have received a letter secured by reason such Lender or its counsel from the SEC stating that no action will be recommended to the SEC with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a specific exemption from sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the registration provisions Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 or Rule 144A of the Securities Act which depends upon, among other things, Act. It understands and agrees that all certificates evidencing the bona fide nature shares to be issued to the Lenders upon exercise of the investment intent Warrants may bear a legend as set forth in the Warrants. (e) Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (f) Such Lender is duly organized and validly existing under the accuracy laws of the jurisdiction of its formation. (g) Each Financing Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered enforceable in accordance with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligationits terms, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, such enforceability may be limited by (i) it has been furnished with all materials relating to the businessapplicable insolvency, finances bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it applicable equitable principles (whether considered in a proceeding at law or in equity). (h) Such Lender has been afforded full power and authority to make the opportunity Disbursement and to ask questions enter into and perform its other obligations under each of the Company; (iii) it has sought such accounting, legal Financing Documents and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of carry out the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the other transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionthereby. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement, and agrees that: (with respect a) It is acquiring the Warrants and the shares of Common Stock issued pursuant to itself onlythe Warrants, whether upon exercise or otherwise (the “Warrant Shares”), as follows: 10.1 This Agreement, when signed, constitutes solely for its account for investment and not with a legal, valid binding and enforceable obligation view to or for sale or distribution of the LenderWarrants or Warrant Shares or any part thereof. Each of the Lenders also represents that the entire legal and beneficial interests of the Warrants and Warrant Shares such Lender is acquiring is being acquired for, and will be held for, its account only. 10.2 (b) The Lender possesses Warrants and the means and resources to fully fund both of its respective tranches Warrant Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the Loanstock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such Lender has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the Warrant Shares. None of the Lenders has such present intention. Each of the Lenders understands (i) that the Warrant Shares are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by the Warrants will be exempt from the registration and qualifications requirements thereof and (ii) that the Borrower’s reliance on such exemptions is not aware of any prohibition or other restriction that will limit or prevent predicated on the Lender from fully meeting its obligations to the Company hereunderrepresentations set forth in this Section 3.3. 10.3 The Lender (c) It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks associated with its advance of its portion of investment and has the Loan, it is able ability to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise risks of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effectits investment. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, (d) The Warrants and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Warrant Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, must be held indefinitely unless they are subsequently registered under the Securities Act by reason of a specific or an exemption from for such registration is available. (e) Neither the registration provisions of Warrants nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Securities Act which depends uponunless certain conditions are met, including, among other things, the bona fide nature existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (f) It will not make any disposition of all or any part of the investment intent Warrants or Warrant Shares until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) Such Lender shall have notified the accuracy Borrower of the Lender's representations proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as expressed herein]Exhibit C to the Warrant. The Lender understands Borrower agrees that such Shares are "restricted securities" it will not require an opinion of counsel with respect to transactions under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside Rule 144 of the Securities Act. (g) All certificates evidencing the Warrant Shares may bear the following legend. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE, SUBJECT TO DELIVERY OF AN OPINION, AS PROVIDED IN THE WARRANT, DATED AS OF , 20 , ISSUED BY THE COMPANY.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FACILITY AGREEMENT DATED AS OF JUNE 17, 2009, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND THE LENDERS REFERRED TO THEREIN. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (h) Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (i) Such Lender is a limited partnership or corporation duly organized and validly existing under the laws of the jurisdiction of its formation. (j) Each Financing Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender's control and which the Company is under no obligation, enforceable in accordance with its terms, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, such enforceability may be limited by (i) it has been furnished with all materials relating to the businessapplicable insolvency, finances bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; applicable equitable principles (iii) it has sought such accounting, legal and tax advice as it has whether considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as in a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionproceeding at law or in equity). 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Company (with respect to itself only), as followsAgreement Date that: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses has full power and authority to make the means Loans and resources to fully fund both of enter into and perform its respective tranches other obligations under each of the Loan, Loan Documents and is not aware of any prohibition or carry out the other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereundertransactions contemplated thereby. 10.3 The Lender has such knowledge (d) Each of the Exchange Notes and experience as Exchange Shares to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend received by such Lender hereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and similar provisions state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of state law. The time and such Lender will have sole voting control over reserves the Shares for purposes of Section 13(d) right to dispose of the Exchange Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The . (e) Such Lender does not presently have any contract, undertaking, agreement can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any business matters that it is capable of evaluating the merits and risks of the Sharesinvestment contemplated hereby. 10.5 The (f) Such Lender understands that, except that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered be resold without registration under the Securities Act by reason of a specific exemption from the registration provisions of only in certain limited circumstances. (g) Such Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfyAct. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect Borrower as of the date hereof and as of each date Warrants are granted pursuant to itself only), as followsthis Agreement that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) It is acquiring the Warrants and enforceable obligation the shares of Common Stock issued upon exercise of the Lender. 10.2 The Lender possesses Warrants (the means “Exercise Shares”) solely for its account for investment and resources not with a view to fully fund both of its respective tranches or for sale or distribution of the LoanWarrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares such Lender is acquiring is being acquired for, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting be held for, its obligations to the Company hereunder. 10.3 The Lender account only. It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks associated with its advance of its portion of investment and has the Loan, it is able ability to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion risks of its investment. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D public offering of the Commission, as presently in effect. 10.4 Should stock of the Lender partake in a Conversion or exercise Warrants, it undertakes Borrower is to acquire be effected. Each of the Shares for investment and Lenders realizes that the basis for the Lender's own accountexemptions may not be present, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the if notwithstanding its representations such Lender has no a present intention of sellingacquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities. None of the Shares for any amount of time, provided that any transfer, sale or other disposition Lenders has such present intention. Each of the Shares shall comply in all respects with Lenders understands (i) that the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares Common Stock issuable upon Conversion and exercise of the Warrants have is not been, and will not at the time of issuance by the Company be, registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by reason of a specific exemption the Warrants will be exempt from the registration provisions and qualifications requirements thereof and (ii) that the Borrower’s reliance on such exemptions is predicated on the representations set forth in this Section 3.3. (c) It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. (d) The Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act which depends uponor an exemption for such registration is available. (e) Neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the bona fide nature existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (f) It will not make any disposition of all or any part of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Warrants or Exercise Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy.until: 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating The Borrower shall have received a letter secured by such Lender from the SEC stating that no action will be recommended to the business, finances and operations of the Company and materials relating SEC with respect to the issuance of Shares to the Lender hereunder which have been requested by the Lender; proposed disposition; (ii) it has been afforded There is then in effect a registration statement under the opportunity to ask questions of the CompanySecurities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it has sought such accounting, legal and tax advice as it has considered necessary to make will not require an informed decision opinion of counsel with respect to its potential acquisition transactions under Rule 144 of the Shares; Securities Act, except in unusual circumstances. (ivg) it It understands and agrees that it all certificates evidencing the shares to be issued to the Lenders may bear the following legend. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER SAID ACT” “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 4, 2008. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (h) Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (i) Such Lender is a limited partnership duly organized and not validly existing under the Company) shall be responsible for its own tax liabilities that may arise as a result laws of the transactions contemplated by this Agreement; jurisdiction of its formation. (vj) it Such Lender has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 theretosufficient funds, and with such Reports on Form 6-K as filed by will at all times during the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction term of this Agreement, have sufficient funds to make the Disbursements. Such Lender (i) is capable of paying its debts as they fall due, is not unable and has not admitted its inability to pay debts as they fall due, (ii) is not bankrupt or insolvent and (iii) has not taken action, and no such action has been taken by a third party, for such Lender’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for such Lender or any or all of its assets or revenues.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to Borrower, the Company (with respect to itself only)Collateral Agent and the Administrative Agent as of the date such Person becomes a Lender and as of the Effective Date, as followsthat: 10.1 This (a) Such Lender is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, when signedto perform its obligations hereunder, and to consummate the transactions contemplated hereunder. (b) This Agreement has been duly executed and delivered by such Lender and constitutes a legal, valid and binding and enforceable obligation of such Lender, enforceable against the Lender in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) This Agreement and consummation of the transactions contemplated hereunder will not violate, conflict with or result in a breach of or default under (i) such Lender’s organizational documents, (ii) any agreement or instrument to which such Lender is a party or by which such Lender or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches (d) Each of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as Secured Notes to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend received by such Xxxxxx hereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's Xxxxxx’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Secured Notes in compliance with applicable federal and similar provisions state securities laws. (e) Such Lender can bear the economic risk and complete loss of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) its extension of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement Term Loans and has such knowledge and experience in financial or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any business matters that it is capable of evaluating the merits and risks of the Sharesinvestment contemplated hereby. 10.5 The (f) Such Lender has had an opportunity to receive, review and understand all information related to Borrower requested by it and to ask questions of and receive answers from Borrower regarding Borrower, its Subsidiaries, its business and the terms and conditions of receiving the Term Loans and the issuance of the Secured Notes, and has conducted and completed its own independent due diligence. (g) Based on the information such Lender has deemed appropriate, it has independently made its own analysis and decision to enter into the Loan Documents. (h) Such Lender understands that, except that the Secured Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered be resold without registration under the Securities Act by reason only in certain limited circumstances. Such Lender understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of Borrower or the issuance of the Secured Notes. Each Lender will comply with all applicable laws and regulations in each jurisdiction in which it subscribes, offers or sells Securities or has in its possession or distributes any offering material, in all cases at its own expense. (i) Such Lender is an “accredited investor” as defined in Regulation D promulgated under the Securities Act, and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. (j) Such Lender did not learn of the investment in the Secured Notes as a result of any general solicitation or general advertising. (k) The Lenders agree that the Secured Notes and Ordinary Shares issuable pursuant hereto or pursuant to the Secured Notes may not be sold or transferred unless (i) such Secured Notes and Ordinary Shares issuable pursuant hereto or pursuant to the Secured Notes are sold or transferred pursuant to an effective registration statement pursuant to the Securities Act, (ii) such Secured Notes and Ordinary Shares issuable pursuant hereto or pursuant to the Secured Notes are sold or transferred in accordance with to Rule 144, (iii) the Borrower have received an opinion of counsel reasonably satisfactory to it that such sale or transfer may lawfully be made without registration under the Securities Act, or (iv) the Secured Notes and Ordinary Shares issuable pursuant hereto or pursuant to the Secured Notes are transferred without consideration to an affiliate of such holder or a custodial nominee. (l) The Lenders agree that the certificates or book-entry records evidencing the commitment fee shares will bear the following or a similar legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).” (m) Such Lender is not, and has not been during the consecutive three month period preceding the date hereof, a director, officer or “affiliate” within the meaning of Rule 144 under the Securities Act of Borrower. The Lender and its Affiliates collectively beneficially own and will beneficially own as of the Effective Date (but without giving effect to any exchange of the Secured Notes) less than 10% of the outstanding Ordinary Shares. (n) Such Lender understands that the Secured Notes are being offered and sold to it in reliance on specific exemption exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulationsthat the Borrower is relying in part upon the truth and accuracy of, and that pursuant to these lawssuch Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender must hold set forth herein in order to determine the Shares indefinitely unless they are registered with availability of such exemptions and the Commission and qualified by necessary state authorities or an exemption from eligibility of such registration and qualification requirements is availableLender to acquire the Securities. The Lender further acknowledges that if an exemption from registration irrevocably authorizes the Borrower or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating Holdings to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, produce this Section 12.16 to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, any interested party in any administrative or legal and tax advice as it has considered necessary to make an informed decision proceedings or official enquiry with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionmatters covered herein. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Company (with respect to itself only), as followsAgreement Date that: 10.1 This Agreement(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, when signed, executed and delivered by such Lender and constitutes a legal, the valid and legally binding and enforceable obligation of the such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). 10.2 The (c) Such Lender possesses has full power and authority to make the means Loans and resources to fully fund both of enter into and perform its respective tranches other obligations under each of the Loan, Loan Documents and is not aware of any prohibition or carry out the other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereundertransactions contemplated thereby. 10.3 (d) The Lender has such knowledge Tribute Convertible Notes and experience as the Conversion Shares to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend issuable thereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act, except pursuant to sales registered or in a transaction exempted under the Securities Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and similar provisions state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of state law. The time and such Lender will have sole voting control over reserves the Shares for purposes of Section 13(d) right to dispose of the Exchange Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The . (e) Such Lender does not presently have any contract, undertaking, agreement can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any business matters that it is capable of evaluating the merits and risks of the Sharesinvestment contemplated hereby. 10.5 The (f) Such Lender understands that, except that the Tribute Convertible Notes and the Conversion Shares thereunder are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered be resold without registration under the Securities Act by reason of a specific exemption from the registration provisions of only in certain limited circumstances. (g) Such Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested National Instrument 45-106 — Prospectus Exemptions promulgated by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionCanadian Securities Administrators. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to Borrowers as of the Company (with respect to itself only)date such Person becomes a Lender and as of the Effective Date, as followsthat: 10.1 This (a) Such Lender is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, when signedto perform its obligations hereunder, and to consummate the transactions contemplated hereunder. (b) This Agreement has been duly executed and delivered by such Lender and constitutes a legal, valid and binding and enforceable obligation of such Lender, enforceable against the Lender in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) This Agreement and consummation of the transactions contemplated hereunder will not violate, conflict with or result in a breach of or default under (i) such Lender’s organizational documents, (ii) any agreement or instrument to which such Lender is a party or by which such Lender or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Lender. 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches (d) Each of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as Secured Notes to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend received by such Lender hereunder will be acquired for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's ’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and the such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing same in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Secured Notes in compliance with applicable federal and similar provisions state securities laws. (e) Such Lender can bear the economic risk and complete loss of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) its extension of the Exchange Act. The Term Loans and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Lender does not presently have any contracthas had an opportunity to receive, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or review and understand all information related to any third personBorrower requested by it and to ask questions of and receive answers from Borrowers regarding such Borrower, with respect to any its Subsidiaries, its business and the terms and conditions of receiving the Term Loans and the issuance of the SharesNotes, and has conducted and completed its own independent due diligence. 10.5 The (g) Based on the information such Lender has deemed appropriate, it has independently made its own analysis and decision to enter into the Loan Documents. (h) Such Lender understands that, except that the Secured Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Borrowers in a transaction not involving a public offering and that under such laws and applicable regulations such securities may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered be resold without registration under the Securities Act by reason only in certain limited circumstances. Such Lender understands that no United States federal or state agency, or similar agency of a specific exemption from any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of Borrowers or the registration provisions issuance of the Secured Notes. (i) Such Lender is an “accredited investor” as defined in Regulation D promulgated under the Securities Act which depends upon, among other things, the bona fide nature Act. (j) Such Lender did not learn of the investment intent and in the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise Secured Notes as a result of any general solicitation or general advertising. (k) The Lenders agree that the transactions contemplated by this Agreement; (v) it has had access Secured Notes and shares of Common Stock issuable pursuant hereto or pursuant to the Company's Annual Report on Form 20Secured Notes may not be sold or transferred unless (i) such Secured Notes and shares of Common Stock issuable pursuant hereto or pursuant to the Secured Notes are sold or transferred pursuant to an effective registration statement pursuant to the Securities Act, (ii) such Secured Notes and shares of Common Stock issuable pursuant hereto or pursuant to the Secured Notes are sold or transferred in accordance with to Rule 144, (iii) the Borrowers have received an opinion of counsel reasonably satisfactory to it that such sale or transfer may lawfully be made without registration under the Securities Act, or (iv) the Secured Notes and shares of Common Stock issuable pursuant hereto or pursuant to the Secured Notes are transferred without consideration to an affiliate of such holder or a custodial nominee. (l) The Lenders agree that the certificates or book-F for entry records evidencing the year ended December 31commitment fee shares will bear the following or a similar legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 2001 as amended by Amendment No. 1 theretoAS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).” (m) Such Lender is not, and with such Reports on Form 6-K as filed by has not been during the Company with consecutive three month period preceding the SEC; and (vi) it understands that date hereof, a director, officer or “affiliate” within the Loan may be considered as a high-risk venture, and meaning of Rule 144 under the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 Securities Act of any Borrower. The Lender has had appropriate opportunities to discuss and review its Affiliates collectively beneficially own and will beneficially own as of the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation Effective Date (but without giving effect to the subject transaction Conversion) less than 10% of this Agreement.the outstanding shares of Common Stock. [Balance of Page Intentionally Left Blank]

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect Borrower as of the date hereof and as of each date Warrants are granted pursuant to itself only), as followsthis Agreement that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) It is acquiring the Warrants and enforceable obligation the shares of Common Stock issued upon exercise of the Lender. 10.2 The Lender possesses Warrants (the means and resources to fully fund both of “Exercise Shares”) solely for its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares account for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or for sale or distribution of the Warrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares such Lender is acquiring is being acquired for, and will be held for, its account only. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such Lender has no a present intention of sellingacquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities. None of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to Lenders has such person or to any third person, with respect to any of the Sharespresent intention. 10.5 (c) The Lender understands that, except as may occur pursuant to Warrants and the rights provided for in Section 7 hereof, the Exercise Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, must be held indefinitely unless they are subsequently registered under the Securities Act by reason or an exemption for such registration is available. Each of a specific the Lenders recognizes that the Borrower has no obligations to register the Warrants, or, except as otherwise set forth in the Warrants, to comply with any exemption from such registration. (d) Neither the registration provisions of Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act which depends uponunless certain conditions are met, including, among other things, the bona fide nature existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (e) It will not make any disposition of all or any part of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Warrants or Exercise Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy.until: 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating The Borrower shall have received a letter secured by such Lender from the SEC stating that no action will be recommended to the business, finances and operations of the Company and materials relating Commission with respect to the issuance of Shares to the Lender hereunder which have been requested by the Lender; proposed disposition; (ii) it has been afforded There is then in effect a registration statement under the opportunity to ask questions of the CompanySecurities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it has sought such accounting, legal and tax advice as it has considered necessary to make will not require an informed decision opinion of counsel with respect to its potential acquisition transactions under Rule 144 of the Shares; Securities Act. (ivf) it It understands and agrees that it all certificates evidencing the shares to be issued to the Lenders may bear the following legend. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER ___, 2007. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (g) Such Lender is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. (h) Such Lender is a limited partnership duly organized and not validly existing under the Company) shall be responsible for its own tax liabilities that may arise as a result laws of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionjurisdiction of its formation. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally but not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (with respect a) Such Lender is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to itself only)do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where failure to be so qualified or in good standing would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and such Lender has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted. (b) Such Lender has the limited liability company, limited partnership or other entity (as applicable) power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by such Lender and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Lender, and no further approval or authorization by any of its stockholders, partners, members or other equity owners, as follows: 10.1 the case may be, is required. This AgreementAgreement has been duly and validly executed and delivered by such Lender and assuming due authorization, when signedexecution and delivery by the Borrower, constitutes is a legal, valid and binding and enforceable obligation of such Lender, enforceable against such Lender in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Neither the execution and delivery by such Lender of this Agreement or the consummation of the transactions contemplated hereby, nor compliance by such Lender with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien upon any of the material properties or assets of such Lender or any of its subsidiaries under any of the terms, conditions or provisions of, (i) any organizational documents of such Lender or (ii) any material contract to which such Lender or any of its subsidiaries is a party or by which it may be bound, or to which such Lender or any of its subsidiaries or any of the properties or assets of such Lender or any of its subsidiaries may be subject, or (B) violate any law applicable to such Lender or any of its subsidiaries or any of their respective properties or assets, except in the case of clauses (A)(ii) and (B) for such violations, conflicts, breaches, defaults, termination or acceleration as would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. Other than filings with the SEC related to the making of the Loans or as required by the securities or blue sky laws of the various states, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Authority, nor expiration or termination of any statutory waiting period, is necessary for the consummation by such Lender of the transactions contemplated by this Agreement. 10.2 The (c) Such Lender possesses (i) is acquiring the means Loans provided by such Lender and resources to fully fund both of its respective tranches the Notes (together with the related guaranties set forth in the Guaranty of the LoanGuarantors) provided by the applicable Loan Party in connection with such Loan made by such Lender hereunder, and is not aware of any prohibition or other restriction that (ii) upon issuance thereof, will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss andacquire Preferred Stock, in relation to a Conversion or exercise of Warrantseach case, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to towards, or for resale in connection with, the resale public sale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation inexcept pursuant to sales registered under, or otherwise distributing exempted from, the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the registration requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over Act; provided, however, that by making the Shares for purposes of Section 13(d) of the Exchange Act. The representations herein, such Lender does not presently have any contract, undertaking, agreement or arrangement with any person agree to sell, transfer or grant participation to such person or to any third person, with respect to hold any of the SharesSecurities for any minimum or other specific term and reserves the right to assign, Transfer or otherwise Dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act, subject to the limitations on Transfer set forth herein. 10.5 The (d) Such Lender understands thatis a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(1), except as may occur pursuant to the rights provided for in Section 7 hereof(2), the Shares issuable upon Conversion and exercise of the Warrants have not been(3), and will not at the time of issuance by the Company be, registered (7) or (8) under the Securities Act (provided that in the case of clause (8) all of the equity owners of such entity are accredited investors as defined in Rule 501(a)(1), (2), (3), (7) or (8) as modified by reason of a this parenthetical)). (e) Such Lender understands that the Securities are being offered and sold to it in reliance on specific exemption exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. United States federal and state securities laws and regulationsthat the Borrower is relying in part upon the truth and accuracy of, and that pursuant to these lawssuch Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, herein in order to satisfydetermine the availability of such exemptions. 10.6 The (f) Such Lender acknowledges thatand its advisors, without derogating from the liability of the Company under Section 9 aboveif any, (i) it has have been furnished with all materials relating to the business, finances and operations of the Company Loan Parties and their Subsidiaries and materials relating to the issuance offer and sale of Shares to the Lender hereunder which Securities that have been requested by the such Lender; (ii) it has . Such Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Company; Loan Parties. Neither such inquiries nor any other due diligence investigations conducted by such Lender or its advisors, if any, or its representatives shall modify, amend or otherwise affect such Lender’s right to rely on the representations and warranties of the Loan Parties and their Subsidiaries contained in Article 3 and elsewhere in the Loan Documents. Such Lender can bear the economic risk of (iiix) an investment in the Securities indefinitely and (y) a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it has sought such accounting, legal to understand the risks of and tax advice as it has considered necessary to make an informed investment decision with respect to its potential acquisition investment in the Securities. (g) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Shares; (iv) it understands that it (and not Securities or the Company) shall be responsible for its own tax liabilities that may arise as a result fairness or suitability of the transactions contemplated by this Agreement; (v) it has had access to investment in the Company's Annual Report on Form 20-F for Securities nor have such authorities passed upon or endorsed the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by merits of the Company with offering of the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionSecurities. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender severably represents and warrants to the Company (with respect to itself only), as of the Closing Date as follows: 10.1 This (a) The Lender has all requisite power and authority to execute and deliver this Agreement, when signedto consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Lender, constitutes and the consummation by the Lender of the transactions contemplated hereby have been duly approved and no other corporate or other proceedings on the part of the Lender are or will be necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and is a legal, valid and binding and enforceable obligation of the LenderLender enforceable against the Lender in accordance with its respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights. 10.2 (b) The Lender possesses is experienced in evaluating and investing in new companies such as the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 Company. The Lender has is a sophisticated investor with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks associated with its advance of its portion a prospective investment in the Notes, the Warrants and the Common Stock issuable upon exercise of the LoanWarrants (collectively, it the “Securities”) and who is able to fend for itself and can bear capable of bearing the economic risk relating to risks of such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effectinvestment. 10.4 Should (c) The Lender is acquiring the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares Securities for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation into, or otherwise distributing the samefor resale in connection with, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state lawdistribution thereof. The Lender will understands that the Securities to be acquired have sole voting control over not been registered under the Shares for purposes Act by reason of Section 13(d) a specific exemption from the registration provisions of the Exchange ActAct which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. The Lender further represents that it does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, person with respect to any of the Shares. 10.5 Securities. The Lender understands that, except as may occur and acknowledges that the offering of the Securities pursuant to this Agreement will not be registered under the rights Act on the ground that the sale provided for in Section 7 hereofthis Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Act. (d) The Lender acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. The Lender covenants that, in the absence of an effective registration statement covering the Securities in question, the Shares issuable upon Conversion and exercise Lender will sell, transfer, or otherwise dispose of the Warrants have not beenSecurities only in a manner consistent with the Lender’s representations and covenants set forth in this Section 4. In connection therewith, the Lender acknowledges that the Company will make a notation on its stock books regarding the restrictions on transfers set forth in this Section 4 and will transfer Securities on the books of the Company only to the extent not at inconsistent therewith. (e) The Lender understands that no public market now exists for any of the time of issuance Securities issued by the Company beand there can be no assurance that a public market will ever exist for the Securities. (f) The Lender (or its authorized representative) has had an opportunity to discuss the Company’s business, registered under management and financial affairs with the Securities Act by reason of a specific exemption from Company’s management and to review the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]Company’s facilities. The Lender understands that such Shares are "restricted securities" discussions, as well as the written information issued by the Company, were intended to describe the aspects of the Company’s business and prospects which it believes to be material but were not necessarily a thorough or exhaustive description. (g) The Lender represents that Lender is an “accredited investor” as such term is defined in Regulation D promulgated under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is availableAct. The Lender further acknowledges that if an exemption from registration has the financial ability to perform or qualification is availablecause this Agreement to be performed, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating shall provide to the Company which are outside reasonable evidence of the Lender's control and which the Company is under no obligationsuch ability upon written request from time to time, except as set forth herein, subject to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been confidentiality reasonably requested by the such Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender represents and warrants to the Company (with respect to itself only), Credit Parties as followsof the Agreement Date that: 10.1 This Agreement(a) It understands and agrees that all certificates evidencing the Securities may bear a legend as to transfer and exercise restrictions imposed by the Securities Act, when signedincluding as set forth in, constitutes a legaland subject to the terms and conditions of, valid binding the Warrants. (b) Such Lender is duly organized and enforceable obligation validly existing under the laws of the Lenderjurisdiction of its formation. 10.2 The (c) Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Lender possesses the means and resources to fully fund both of constitutes its respective tranches of the Loanvalid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and is not aware of any prohibition (ii) applicable equitable principles (whether considered in a proceeding at law or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunderin equity). 10.3 The (d) Such Lender has such knowledge full power and experience as authority to be capable of evaluating make the merits Disbursement and risks associated with to enter into and perform its advance of its portion of other obligations under each Transaction Document and carry out the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effectother transactions contemplated thereby. 10.4 Should (e) Such Lender is acquiring the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares Securities for investment and for the Lender's its own account, not as a nominee or agentfor investment purposes only, and not with a view to towards, or for resale in connection with, the resale sale or distribution thereof in violation of any part thereofapplicable securities laws; provided, and however, that by making the representations herein, such Lender has no present intention of selling, granting any participation indoes not agree, or otherwise distributing the samemake any representation or warranty, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act for any minimum or other specific term and similar provisions of state law. The Lender will have sole voting control over reserves the Shares for purposes of Section 13(d) right to dispose of the Exchange Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Such Lender does not presently have any contract, undertaking, agreement or arrangement understanding, directly or indirectly, with any person Person to sell, transfer or grant participation to such person or to any third person, with respect to distribute any of the SharesSecurities in violation of applicable securities laws. 10.5 The (f) Such Lender understands thatthat the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Borrower is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender set forth herein in order to determine the availability of such exemptions and the eligibility of such Lender to acquire the Securities. (g) Such Lender understands that except as may occur pursuant to provided in the rights provided for in Section 7 hereof, Registration Rights Agreement: the Shares issuable upon Conversion and exercise of the Warrants Securities have not been, been and will are not at the time of issuance by the Company be, being registered under the Securities Act by reason or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Lender or the holder thereof, as applicable, shall have delivered to the Borrower an opinion of a specific counsel to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration (including, without limitation, pursuant to a so-called “4(1) and a half transaction” in which case such opinion of outside counsel to the registration provisions Lender or the holder thereof, as applicable, shall be delivered to the Borrower substantially in the form set forth as Exhibit C to the Warrant (subject to the revisions necessary to reflect the type of security being transferred) and shall be the only evidence required by the Borrower in connection with the consummation of such “4(1) and a half transaction”), or (C) such Lender or the holder thereof, as applicable, disposes of such shares pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, in which case such Lender or the holder thereof, as applicable, shall deliver to the Borrower a letter, signature guaranteed, substantially in the form of the investor representation letter in Exhibit D to the Warrant, unless such Lender or the holder thereof, as applicable, notifies the Borrower that it is unable to deliver said letter in which case such Lender or such holder shall deliver such other documents and/or representations as the Borrower considers reasonably necessary to effect such transfer. (h) The Securities may not be sold pursuant to Rule 144 adopted under the Securities Act which depends uponunless certain conditions are met, including, among other things, the bona fide nature availability of certain current public information about the investment intent Borrower and the accuracy of resale following the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the required holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfyRule 144. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (j) Such Lender (A) has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the had reasonable opportunity to ask questions of and receive answers from the Company; Borrower concerning the Transaction Documents, (iiiB) it has sought been permitted access, to such accountingLender’s satisfaction, legal to the SEC Reports, and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (ivC) it understands that it (the entry into the Transaction Documents and not the Company) shall investment in the securities issued thereunder is subject to risks as stated in the risk factors disclosed in the SEC Reports or as otherwise may be responsible for its own tax liabilities applicable to similar investments and acknowledges that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access an opportunity to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 theretoreview, and with upon review, fully understands such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionfactors. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally and not jointly, represents and warrants to the Company Borrower as of the Agreement Date (with respect or as of the date such Lender becomes a party to itself only), this Agreement pursuant to Section 6.5) and as followsof each Disbursement Date (or as of the date of any issuance of Securities) that: 10.1 This Agreement, when signed, constitutes a legal, valid binding and enforceable obligation (a) Such Lender is acquiring the Notes (together with the related guaranties set forth in the Security Agreement of the Lender. 10.2 The Guarantors) provided by the applicable Loan Party in connection with the Loans made, and/or Subsequent Disbursement Commitments provided, by such Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrantseach case, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's its own account, not as a nominee or agent, account and not with a view to towards, or for resale in connection with, the resale public sale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation inexcept pursuant to sales registered under, or otherwise distributing exempted from, the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the registration requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over Act; provided, however, that by making the Shares for purposes of Section 13(d) of the Exchange Act. The representations herein, such Lender does not presently have agree to hold any contract, undertaking, agreement of the Securities for any minimum or arrangement with any person other specific term and reserves the right to sellassign, transfer or grant participation to such person or to any third person, with respect to otherwise dispose of any of the Shares. 10.5 The Lender understands that, except as may occur Securities at any time in accordance with or pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered a registration statement or an exemption under the Securities Act by reason (subject to such Lender’s compliance with Section 6.5). (b) Such Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. (c) Such Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising. (d) Such Lender understands that the Securities are being issued to it in reliance on specific exemption exemptions from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. United States federal and state securities laws and regulationsthat the Borrower is relying in part upon the truth and accuracy of, and that pursuant to these lawssuch Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, herein in order to satisfydetermine the availability of such exemptions. 10.6 The (e) Such Lender acknowledges that, without derogating from can bear the liability economic risk of a total loss of its investment in the Company under Section 9 above, (i) Securities being offered and has such knowledge and experience in business and financial matters so as to enable it has been furnished with all materials relating to understand the business, finances risks of and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its potential acquisition investment in the Securities. (f) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Shares; (iv) it understands that it (and not Securities or the Company) shall be responsible for its own tax liabilities that may arise as a result fairness or suitability of the transactions contemplated by this Agreement; investment in the Securities nor have such authorities passed upon or endorsed the merits of any offering of the Securities. (vg) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it Such Lender understands that the Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower (or the Guarantors, as applicable) in a transaction not involving a public offering and that none of the Securities may be considered as resold and/or hedged except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, including Rule 144 under the Securities Act, Section 4(a)(7) of the Securities Act or a highso-risk venture, called “4[(a)](1) and the Lender nevertheless has voluntarily agreed to consummate this a half” transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender represents and warrants to the Company (with respect to itself only), that on the date hereof and as followsof the Closing Date: 10.1 (a) Such Lender has all requisite power to execute and deliver this Agreement, and all other documents and agreements contemplated hereby and thereby, and to perform the provisions hereof and thereof and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, and all other documents and agreements contemplated hereby and thereby, and the consummation of the transactions contemplated hereby or thereby, have been duly authorized and approved by such Lender. This Agreement, when signedand all other documents and agreements contemplated hereby and thereby have each been duly authorized, constitutes a legalexecuted and delivered by, and each is the valid and binding and obligation of, such Lender enforceable obligation of the Lenderagainst such Lender in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally. 10.2 The (c) Such Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investorACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. (d) Such Lender acknowledges that the securities being acquired by it are not being acquired pursuant to a transaction registered under the Securities Act of 1933, as amended, in that the issuance of the Commission, as presently in effectsecurities does not involve any public offering. 10.4 Should (e) Such Lender represents that it is acquiring the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares securities for investment and for the Lender's its own account, not as a nominee or agent, and not with a view to distribution. (f) Without limiting the resale or distribution of any part thereof, representations and warranties contained in the Loan Documents (as defined below) such Lender has no present intention received from the Company access to information as it deems necessary for the purchase of selling, granting any participation in, the securities. (g) Such Lender will not sell or otherwise distributing transfer the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities without registration of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered securities under the Securities Act by reason of 1933, as amended, or an exemption therefrom, and fully understands and agrees that such Lender must bear the economic risk of its purchase for an indefinite period of time. (h) Such Lender represents that it is willing and able to bear the economic risk of its investment in the Securities issued hereunder, and has no need for liquidity with respect thereto, is able to sustain a specific exemption from the registration provisions complete loss of its investment, and purchasing such securities for its own account for investment and not with a view for resale or distribution thereof except in compliance with the Securities Act which depends uponof 1933, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfyamended. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender, severally but not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (with respect a) Such Lender is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, is duly qualified to itself only)do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where failure to be so qualified or in good standing would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and such Lender has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted. (b) Such Lender has the limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by such Lender and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Lender, and no further approval or authorization by any of its stockholders, partners, members or other equity owners, as follows: 10.1 the case may be, is required. This AgreementAgreement has been duly and validly executed and delivered by such Lender and assuming due authorization, when signedexecution and delivery by the Borrower, constitutes is a legal, valid and binding and enforceable obligation of such Lender, enforceable against such Lender in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). Neither the Lender. 10.2 The execution and delivery by such Lender possesses of this Agreement or the means and resources to fully fund both of its respective tranches consummation of the Loantransactions contemplated hereby, and is not aware of any prohibition or other restriction that will limit or prevent the nor compliance by such Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the Shares issuable termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien upon Conversion and exercise any of the Warrants have not been, and will not at the time material properties or assets of issuance by the Company be, registered such Lender or any of its subsidiaries under the Securities Act by reason of a specific exemption from the registration provisions any of the Securities Act which depends uponterms, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities conditions or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 aboveprovisions of, (i) it has been furnished with all materials relating to the business, finances and operations any organizational documents of the Company and materials relating to the issuance of Shares to the such Lender hereunder which have been requested by the Lender; or (ii) any material contract to which such Lender or any of its subsidiaries is a party or by which it has been afforded the opportunity may be bound, or to ask questions which such Lender or any of its subsidiaries or any of the Company; properties or assets of such Lender or any of its subsidiaries may be subject, or (iiiB) it has sought violate any law applicable to such accountingLender or any of its subsidiaries or any of their respective properties or assets, legal except in the case of clauses (A)(ii) and tax advice (B) for such violations, conflicts, breaches, defaults, termination or acceleration as it has considered necessary would not reasonably be expected to make an informed decision materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. Other than filings with respect the SEC related to its potential acquisition the making of the Shares; (iv) it understands that it (and not Loans or as required by the Company) shall be responsible securities or blue sky laws of the various states, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, nor expiration or termination of any statutory waiting period, is necessary for its own tax liabilities that may arise as a result the consummation by such Lender of the transactions contemplated by this Agreement. (c) Such Lender (i) is acquiring the Loans provided by such Lender and the Notes (together with the related guaranties set forth in the Guaranty of the Guarantors) provided by the applicable Loan Party in connection with such Loan made by such Lender hereunder, and (ii) upon issuance thereof, will acquire Preferred Stock, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; (v) it has had access provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, Transfer or otherwise Dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act, subject to the Company's Annual Report limitations on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionTransfer set forth herein. 10.7 The (d) Such Lender has had appropriate opportunities to discuss and review is a “qualified institutional buyer” (as defined in Rule 144A under the Company's business with Company representatives and perform extensive due diligenceSecurities Act) or an “accredited investor” (as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act (provided that in the case of clause (8) all of the equity owners of such entity are accredited investors as defined in Rule 501(a)(1), (2), (3), (7) or (8) as modified by this parenthetical)). 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lender hereby severally represents and warrants to each Loan Party as follows as of the Company date hereof and as of the First Amendment Effective Date: (with respect i) Such Lender is validly existing as a limited partnership and is in good standing under the laws of the jurisdiction of its formation. Such Lender has full power and authority to itself only)(to (x) enter into, and perform its obligations under, this Amendment and the other Loan Documents (as shall be amended hereby upon date of this Agreement and the First Amendment Effective Date, as follows:applicable) and consummate the transactions contemplated under this Amendment and the other Loan Documents (as shall be amended hereby upon the date of this Agreement and the First Amendment Effective Date, as applicable). 10.1 (ii) The execution, delivery and performance of this Amendment has been duly authorized by such Lender. This AgreementAmendment has been duly executed and delivered by such Lender and constitutes, when signedand each of the other Loan Documents (as shall be amended hereby on the date of this Agreement and the First Amendment Effective Date, constitutes as applicable) to which such Lender is party will constitute, a legalvalid, valid legal and binding and enforceable obligation of such Lender, enforceable against such Lender in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance by such Lender of this Amendment and the Lender. 10.2 The other Loan Documents (as shall be amended hereby on the date of this Agreement and the First Amendment Effective Date, as applicable) to which such Lender possesses is party and the means and resources to fully fund both of its respective tranches consummation of the Loantransactions contemplated herein and therein will not (A) result in any violation of or conflict with the provisions of the Organizational Documents of such Lender, and is not aware or (B) result in the violation of any prohibition judgment, order, rule, regulation or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution decree of any part thereofGovernmental Authority to which such Lender is subject, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third personexcept, with respect to any of this clause (B) only, as could not reasonably be expected, individually or in the Shares. 10.5 The Lender understands thataggregate, except to materially and adversely affect such Lender’s ability to perform its obligations under this Amendment or consummate the transactions contemplated hereby on a timely basis. Except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance expressly contemplated hereby or by the Company beSubordinated Loan Agreement, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends uponno consent, among other thingsapproval, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulationsAuthorization or order of, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification filing with any Governmental Authority is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period required for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating to the businessexecution, finances delivery or performance by such Lender of this Amendment, and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought consummation by such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result Lender of the transactions contemplated hereby. (iii) Such Lender has held such Lender’s Loan Note of record and beneficially for a period of at least one year and is not, and during the three-month period prior to the date hereof has not been, an Affiliate of the Borrower. (iv) Such Lender is the record and beneficial owner of, and has good and valid title to, such Lender’s Loan Note, free and clear of all Liens, and has full power to dispose thereof and to exercise all rights thereunder (other than as restricted by this Amendment, the Loan Notes and the Facility Agreement; ). (v) it has had access Each of the representations and warranties set forth in Section 3.3 of the Facility Agreement are true, correct and complete in all material respects (without duplication of any materiality qualifier contained therein) as of the First Amendment Effective Date (in each case, as if made on such date), except to the Company's Annual Report on Form 20-F for the year ended December 31extent that such representation or warranty expressly relates to an earlier date (in which event such representation or warranty is true, 2001 complete and correct in all material respects (without duplication of any materiality qualifier contained therein) as amended by Amendment No. 1 thereto, and with of such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionearlier date). 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders represents and warrants to the Company (with respect Borrower as of the date hereof and as of each date Warrants are granted pursuant to itself only), as followsthis Agreement that: 10.1 This Agreement, when signed, constitutes a legal, valid binding (a) It is acquiring the Warrants and enforceable obligation of the Lender. 10.2 The Lender possesses the means and resources to fully fund both of Exercise Shares solely for its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion of the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares account for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or for sale or distribution of the Warrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares such Lender is acquiring is being acquired for, and will be held for, its account only. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such Lender has no a present intention of sellingacquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing securities. None of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to Lenders has such person or to any third person, with respect to any of the Sharespresent intention. 10.5 (c) The Lender understands that, except as may occur pursuant to Warrants and the rights provided for in Section 7 hereof, the Exercise Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, must be held indefinitely unless they are subsequently registered under the Securities Act by reason of a specific or an exemption from for such registration is available. (d) Neither the registration provisions of Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act which depends uponunless certain conditions are met, including, among other things, the bona fide nature existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (e) It will not make any disposition of all or any part of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that such Warrants or Exercise Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy.until: 10.6 The Lender acknowledges that, without derogating from the liability of the Company under Section 9 above, (i) it has been furnished with all materials relating The Borrower shall have received a letter secured by such Lender from the SEC stating that no action will be recommended to the business, finances and operations of the Company and materials relating Commission with respect to the issuance of Shares to the Lender hereunder which have been requested by the Lender; proposed disposition; (ii) it has been afforded There is then in effect a registration statement under the opportunity to ask questions of the CompanySecurities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it has sought such accounting, legal and tax advice as it has considered necessary to make will not require an informed decision opinion of counsel with respect to its potential acquisition transactions under Rule 144 of the Shares; Securities Act. (ivf) it It understands and agrees that it all certificates evidencing the shares to be issued to the Lenders may bear the following legend. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER __, 2007. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (g) Such Lender is an “accredited investor” as defined in Regulation D promulgated under Act. (h) Such Lender is a limited partnership duly organized and not validly existing under the Company) shall be responsible for its own tax liabilities that may arise as a result laws of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionjurisdiction of its formation. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each of the Lenders Lenders, being aware that the Company has entered into the Transaction Documents in reliance upon the representations and warranties contained in this Section 4A, hereby represents and warrants to the Company (with respect to itself only), as follows: 10.1 This Agreement4A.1 The Transaction Documents to be executed by such Lender, when signedexecuted and delivered by such Lender on the date hereof or on the Closing Date, constitutes a legalshall constitute the valid, valid binding and enforceable obligation obligations of such Lender. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby by such Lender will not conflict with, or result in a violation of, any of the terms, conditions and provisions of such Lender's governing instruments. 10.2 4A.2 The execution, delivery and performance of the obligations of such Lender possesses hereunder have been duly authorized by all necessary corporate action, if such Lender is a corporate entity, and will not violate, together with the means consummation of the transactions contemplated thereby, any provision of any instrument, judgment, order, writ, decree or contract to which it is party or by which it is bound, or any provision of law, rule or regulation applicable to such Lender which would prevent the execution by such Lender of the Transaction Documents or the performance of its obligations hereunder and resources the consummation of the transactions contemplated thereby. 4A.3 No agent, broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority of such Lender is or will be entitled to any broker's or finder's fee or any other commission or similar fee, directly or indirectly, on account of any action taken by such Lender in connection with any of the transactions contemplated under the Transaction Documents. Such Lender will indemnify and hold the Company harmless from and against any claim or liability resulting from any party claiming any such commission or fee, if such claims shall be contrary to the foregoing statement. 4A.4 All Lenders are exclusively and irrevocably represented by Plenus Management for all intents and purposes under this Agreement and the other Transaction Documents, and the actions of Plenus Management shall be binding upon the Lenders, as confirmed in the Side Letter attached hereto as Exhibit I. The Company shall be entitled to fully fund both of its respective tranches rely on any instructions and actions by Plenus Management as if they were instructions of the Loan, Lenders. 4A.5 It is an experienced and knowledgeable lender and investor and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge and experience as to be capable of evaluating the merits and risks associated with its advance of its portion loan to the Company and of its investment in the Loan, it is able to fend for itself and can bear the economic risk relating to such Loan, including a complete loss and, in relation to a Conversion or exercise of Warrants, . Such Lender is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered propagated under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon1933, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]amended. The Lender understands that such Shares are "restricted securities" under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are registered with the Commission and qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. The Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the Lender's control and which the Company is under no obligation, except as Nothing set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of the Company under in this Section 9 above, (i) it has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) 4A shall be responsible for its own tax liabilities that may arise as a result of deemed to detract from or otherwise prejudice the transactions contemplated by this Agreement; (v) it has had access to Lenders' reliance on the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, representations and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transactionwarranties set forth in Section 4 above. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.