Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as the Convertible Debenture is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) 2 years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 510% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 510% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The During the Lock Up Period, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"), ”) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Securities are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% ten percent (10%) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall ------------------------------ cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Securities are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment and consulting arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity. Nothing in this Section 4(h) shall preclude the Company from filing the S-8 Registration Statement as provided in Section 3(c).

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Secured Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), “RELATED PARTY”) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" “AFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" “CONTROL” or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an armsarm's-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as the sum of the number of shares of (i) Common Stock into which the Shares held by the Purchaser are convertible, and (ii) Common Stock held by the Purchaser, exceeds 1% of the outstanding Common Stock, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify modify, or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of any class of the Common StockCompany's capital stock, or Affiliates affiliates, or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ii) transactions contemplated by the Acquisition Agreement, (ii) customary employment arrangements and benefit programs on reasonable terms, (IIiii) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIvi) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in the Company or an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.with

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Series E Preferred Stock are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIterms,(ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall ------------------------------ cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), ) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as at least $100,000 in principal of the Convertible Debentures is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (IV) ongoing Related Party transactions and arrangements as identified in the current SEC filings. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Preferred Shares or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value equal to or greater than $100,000, the Company shall not, and shall cause each of its Controlled Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Controlled Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or its Controlled Subsidiaries or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Controlled Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.that

Transactions with Affiliates. The So long as (i) any Preferred Shares ---------------------------- or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of $100,000 the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, Party or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any Subsidiary to enter into, amend, modify modify, or supplement, any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.. (I) FILING OF FORM 8-K. On or before the date which is three (3) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Transaction Documents in the form required by the 1934 Act, if such filing is required. (J)

Transactions with Affiliates. The So long as any Notes are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement (an “Affiliate Transaction”) with any of its or any Subsidiary's officers, subsidiary’s officers or directors, or persons who were officers or directors of the Company at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”) for an aggregate amount for all Affiliate Transactions with such Related Party in excess of fifty thousand dollars ($50,000), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreementinvestment in an Affiliate of the Company, transaction, commitment or arrangement (c) any Affiliate Transaction on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment or arrangement Affiliate Transaction which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity. In the event the Company wishes to engage in an Affiliate Transaction valued in excess of fifty thousand dollars ($50,000) the Buyer and the Company shall agree upon an independent third party who shall be engaged at the Company’s expense to determine whether such Affiliate Transaction is permissible pursuant to one or more of (a) through (d) of this paragraph.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders share Purchasers who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Convertible Notes are outstanding or (ii) any Buyer owns Conversion Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIi) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Notes are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common StockOrdinary Shares, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in the Company or in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Securities are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, Party or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, entity or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as the Convertible Debenture is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (a) any Repricing Warrants are outstanding or (b) any Purchaser owns Repricing Shares with a market value equal to or greater than $200,000, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify modify, or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common StockStock or affiliates, or Affiliates or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under share common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.for

Transactions with Affiliates. The So long as any Note or Warrant is outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's ’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the CompanyCompany or e) any transaction, or series of transaction with any Related Party, in which the amount involved does not exceed $30,000. For purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"''), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Debentures or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement involving more than $50,000 with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Exchange ---------------------------- Preferred Shares are outstanding or (ii) any Investor owns Exchange Conversion Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or its Subsidiaries or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable termsterms and customary agreements with Xxxxxx Xxxxxx or his Affiliates, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable termsterms approved by the Company’s board of directors, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.,

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable termsprograms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any shares of Preferred Stock or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary of its Subsidiaries to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity Person in which any such entity or individual Person owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-arm's length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, Party or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. For purposes hereof, "Affiliate" for purposes hereof means, with respect to any person or entityPerson, another person or entity Person that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entityPerson, (IIii) has 5% or more common ownership with that person or entityPerson, (IIIiii) controls that person or entity, Person or (IViv) is under shares common control with that person or entityPerson. "Control" or "Controls" for purposes hereof of this Section only means that a person or entity Person has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person Person, whether through the ownership of voting securities, by contract or entityotherwise.

Transactions with Affiliates. The So long as any Warrant is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person xxxxxx or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (I) customary employment -------------- arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, ------ another person or entity that, directly or indirectly, (I) has a five percent (5% %) or more equity interest in that person or entity, (II) has five percent (5% %) or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has ------- -------- the power, directly direct or indirectlyindirect, to conduct or govern the policies of another - person or entity.. -

Transactions with Affiliates. The So long as any Replacement Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or its Subsidiaries or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which that would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which that is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, (iv) is controlled by that person or entity or (IVv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% five percent or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% five percent or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent or more equity interest in that person or entity, (IIii) has 5% ten percent or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity. Xxxxxx International, Ltd. INVESTMENT.AGREEMENT.June 2011. (I) FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Equity Line Transaction Documents in the form required by the 1934 Act, if such filing is required.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis which the Board of Directors deems fair and on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (iv) loans made by Jerome Mahoney, Chief Executive Officer of the Company, to the Compaxx xxx xxxxxxx capital needs. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stockcommon stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" Affiliate for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" Control or "Controls" Controls for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) there are Debentures or Warrants outstanding or (ii) any Investor owns Conversion Shares and/or Warrant Shares with a market value equal to or greater than $300,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an armsarm's-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this Section means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Preferred Shares are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or with any individual related by blood, marriage or adoption to any such individual its Subsidiaries or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (d) except as set forth on SCHEDULE 5(j). For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity. INVESTMENT AGREEMENT Artfest International, Inc. (H) FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Investment Agreement in the form required by the 1934 Act, if such filing is required.

Transactions with Affiliates. The So long as (i) any Preferred Shares or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of at least $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company or (c) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Series A Preferred Shares are outstanding or (ii) any Buyer owns Conversion Shares with a market value equal to or greater than $200,000, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under share common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.{00006735 }

Transactions with Affiliates. The So long as any of the Notes or Warrants is outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplementsupplement any transaction, or permit any Subsidiary to enter intocontract, amend, modify or supplement, any agreement, transactioninstrument, commitment commitment, understanding or other arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% shareholders, or more affiliates of the Common StockCompany or any of its Subsidiaries, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, or (IIb) any transaction, contract, agreement, transactioninstrument, commitment commitment, understanding or other arrangement on an arms-length basis on terms no less favorable than terms which that would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which and that is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such transaction, contract, agreement, transactioninstrument, commitment commitment, understanding or other arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more an equity interest in that person or entity, (IIii) has 5% or more a common ownership with that person or entity, (IIIiii) controls that person or entity, (iv) is controlled by that person or entity or (IVv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as at least $100,000 principal amount Convertible Debentures issued under this Agreement or the Convertible Debentures issued under the Securities Purchase Agreement dated August 4, 2004 are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Preferred Shares are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. The So long as any Preferred Shares ---------------------------- are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any material agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Other than the outstanding loans to Xxxx and Xxxx Xxxxxx as disclosed the SEC Documents and as outlined in Schedule 4(k) hereto, so long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Xxcept as set forth in schedule 5.7, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common StockOrdinary Shares, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in the Company or an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, (III) any agreement, transaction, commitment or arrangement which is approved by a majority of shareholders, or (IIIIV) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a five percent (5% %) or more equity interest in that person or entity, (II) has five percent (5% %) or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as at least $100,000 principal amount of the Convertible Debentures issued under this Agreement remain outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any shares of Preferred Stock or Warrants are outstanding or (ii) any Subscriber owns Underlying Shares with a market value of at least $500,000 the Company shall not, and shall cause each of its Subsidiaries Subsidiary not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its the Company's or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company or (c) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Notes are outstanding or (ii) any Buyer owns Conversion Shares with a market value equal to or greater than $1.0 million, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment or consulting arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable to the Company than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is (x) approved by a majority of the disinterested directors of the CompanyCompany or (y) disclosed by the Company in filings with the SEC. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Series F Preferred Stock is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Class A Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.