Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders 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 (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) 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 person disinterested third party other than such Related Party, or (diii) 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “Control” or “controlsControls” for purposes hereof means that a person or entity has the power, direct directly or indirectindirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person persons who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock Up Period, 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) or more beneficial interest (each a “Related Party”), ) during the Lock Up Period; except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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 ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controlsControls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, or adoption to any such individual or with any entity in which any such entity or individual owns a five ten percent (510%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, set forth in Section 3 (v), 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) or more beneficial interest (each a “Related PartyRELATED PARTY”), ) during the Lock Up Period; except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “ControlCONTROL” or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Secured 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) 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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares 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, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment and consulting arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, 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. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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, or (e) Common Stock issuable pursuant to the Company's obligations upon the conversion of stock options, convertible debt or Class B Common Stock. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Notes are outstandingoutstanding 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 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, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, or (dc) 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 ten percent (10%) 5% or more equity interest in that person or entity, (iii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Series E Preferred Stock 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, set forth ----------------------------- in Section 3 (v), 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Preferred Shares ---------------------------- or Warrants are outstanding, 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 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, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, Party or (dc) 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any the Convertible Debentures are Debenture 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (a) any Convertible Debentures Repricing Warrants are outstandingoutstanding 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 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, or arrangement with any of its or any subsidiary’s 's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common StockStock or affiliates, or Affiliates (as defined below) 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"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, (diii) 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, (i1) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii2) has ten percent (10%) 5% or more common ownership with that person or entity, (iii3) controls that person or entity, or (iv4) shares share common control with that person or entity. “Control” "CONTROL" or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity."CONTROLS" for

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, or (d) any agreement, transaction, 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 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan, or (e) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any at least $100,000 in principal of the Convertible Debentures are 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, or (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, officers or directors, person or persons who were officers or directors of the Company at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, or (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders 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 (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) 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 person disinterested third party other than such Related Party, or (diii) 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct directly or indirectindirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Debenture 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Notes 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in the Company or in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (aI) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cII) 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 person other than such Related Party, or (dIII) 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 ten percent (10%) 5% or more equity interest in that person or entity, (iiII) has ten percent (10%) 5% or more common ownership with that person or entity, (iiiIII) controls that person or entity, or (ivIV) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, 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.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders share Purchasers who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “Control” or “controlsControls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Notes 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 (an “Affiliate Transaction”) with any of its or any subsidiary’s officers, officers or directors, person or persons who were officers or directors of the Company at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement Affiliate Transaction on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, transaction, commitment, or arrangement Affiliate Transaction 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, 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. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in the Company or an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Notes are outstandingoutstanding 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 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, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, or (dc) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are Note 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are Note or 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, Party or (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Replacement Warrants 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 to enter into, amend, modify or supplement any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates of the Company or its Subsidiaries 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”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 that would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which that 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 of the Company Subsidiary shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, (iv) is controlled by that person or entity or (ivv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures shares of Series F Preferred Stock are outstandingoutstanding or (ii) any Investor 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 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, or (dc) 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.purposes

Transactions with Affiliates. So long as any Convertible Debentures are Note or 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for Company 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 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures shares of Preferred Stock or Warrants are outstanding, outstanding or (ii) the 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 Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its the Company's or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders 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 each, a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate agreement, transaction, commitment or arrangement which is approved by a majority of the Company, disinterested directors of the Company or (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 person other than such Related Party, (d) any agreement, transaction, 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 of the Company Subsidiary 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 arrangementarrangement or (e) Common Stock issuable pursuant to the Company's obligations upon the conversion of stock options, the grant of Common Stock pursuant to iVoice, Inc. 2005 Stock Incentive Plan, convertible debt or Class B Common Stock. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible ------------------------------ 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary ------------- employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " ------- -------- for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible ------------------------------ 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity ------- -------- has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Notes 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in the Company or in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person persons who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, or (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-arms- length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any the Convertible Debentures are Debenture 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) 2 years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) % or more equity interest in that person or entity, (ii) has ten percent (10%) % or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. Notwithstanding the forgoing, the Company shall be permitted to convert unpaid salaries, or shareholder loans of Kxx Xxxxxxxx into equity of the Company at the then fair market value if approved by its board of directors and reasonably determined that such action is necessary to facilitate an uplisting of the Company’s Common Stock to the Nasdaq Capital Market.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, or (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. Notwithstanding anything to the contrary above, the Company may increase its legal or beneficial interest in the Building.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on commercially reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entitycontrols, (ii) has ten percent (10%) is controlled by, or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Preferred Shares or Warrants 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 to enter into, amend, modify or supplement any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates of the Company or its Subsidiaries 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, or (dc) 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 of the Company Subsidiary 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 arrangementarrangement or (e) Common Stock issuable pursuant to the Company’s obligations upon the conversion of stock options, convertible debt or Class B Common Stock. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Preferred Shares or Warrants are outstandingoutstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its subsidiaries Controlled Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Controlled Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates of the Company or its Controlled Subsidiaries 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, or (dc) 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 of the Company Controlled Subsidiary 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any of the ------------------------------ Convertible Debentures are Debenture remains 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 ------------- (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; Company and 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " ------- -------- for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Class A Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) there are Warrants outstanding or (ii) any Convertible Debentures are outstandingInvestor owns Purchased Shares and/or Warrant Shares and/or Conversion Shares with an aggregate market value equal to or greater than $125,000, 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 subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each each, a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, or (dc) 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” "AFFILIATE" for purposes hereof of this Section means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock Up Period, 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) or more beneficial interest (each a “"Related Party”), ") during the Lock Up Period; except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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 ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related PartyRELATED PARTY”), except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “ControlCONTROL” or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.. i.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible ---------------------------- 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary ------------- employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " ------- -------- for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Series A Preferred Shares are outstandingoutstanding 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 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, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (dc) any agreement, 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, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares share common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Preferred Stock or Warrants 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 of its Subsidiaries to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s of its Subsidiaries’ officers, directors, person directors or persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) 10% 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 Person in which any such entity or individual Person owns a five percent (5%) 10% or more beneficial interest (each each, a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable termsapproved by the Board, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-arm’s length basis on terms no less favorable than terms which would have been obtainable from a person Person other than such Related Party, (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for , or (d) any transfer of assets to a wholly-owned subsidiary. For purposes hereof, any director who is also an officer of the Company or any subsidiary of its Subsidiaries of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” for purposes hereof of this Agreement means, with respect to any person or entityPerson, another person or entity Person that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in controls that person or entityPerson, (ii) has ten percent (10%) is controlled by that Person or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entityPerson. “Control” or “controls” for purposes hereof of this Agreement, when used with respect to any Person, means that a person or entity has the powerpossession, direct or indirect, of the power to conduct or govern cause the direction of the management and policies of another person such Person, whether through the ownership of voting securities, by contract or entityotherwise; and the terms “affiliated”, “controlling” and “controlled” have meanings correlative to the foregoing.

Transactions with Affiliates. So long as any Convertible ------------------------------ 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary ------------- employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " ------- -------- for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Secured Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common StockShares, or Affiliates (as defined below) 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, set forth ----------------------------- in Section 3 (v), 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) 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), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Warrants are outstandingoutstanding or (ii) any Investor owns Warrant Shares with a market value of at least $500,000, 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 subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, 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”"RELATED PARTY"), except for (a) customary employment arrangements and benefit or stock option programs on reasonable terms, (b) any investment in an Affiliate agreement, transaction, commitment or arrangement which is approved by a majority of the Company, disinterested directors of the Company or (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 person other than such Related Party, (d) any agreement, transaction, 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.a

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company and each HSCC Subsidiary 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of Homeland Advisory or Celerity or any other subsidiary that has granted the CompanyBuyer a lien in all its assets pursuant to the Security Agreement, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Preferred Shares or Warrants are outstanding, outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of $500,000 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 subsidiary’s Subsidiary's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate agreement, transaction, commitment or arrangement which is approved by a majority of the Company, disinterested directors of the Company or (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 person other than such Related Party, (d) any agreement, transaction, 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Notes 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Debenture 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, officers or directors, person persons who were officers or directors of the Company at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) at least 1,000 Preferred D Shares are outstanding or (ii) any Convertible Debentures are outstanding, Buyer owns Conversion Shares with a market value of $1,000,000 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, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate agreement, transaction, commitment or arrangement which is approved by a majority of the Company, disinterested directors of the Company or (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 person other than such Related Party, (d) any agreement, transaction, 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 ten percent (10%) 5 % or more equity interest in that person or entity, (ii) has ten percent (10%) 5 % or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity ------ -------- has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. So Unless the approval of a majority of the independent members of the Company's Board of Directors is obtained, so long as any Convertible Debentures Series A 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 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate affiliate of the Company, (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 person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for Company or 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) % or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the 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, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, or (dc) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are portion of the Note 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 any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Series C Preferred Shares are outstandingoutstanding or (ii) any Buyer owns Conversion Shares and Warrant Shares with a market value equal to or greater than $200,000, 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, commitment or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, (dc) 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, 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 ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Preferred Shares are outstandingoutstanding 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 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, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) 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 person other than such Related Party, or (dc) 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) at least 50 Preferred Shares are outstanding or (ii) any Convertible Debentures are outstanding, Buyer owns Conversion Shares or Warrant Shares with a market value of $500,000 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 subsidiary’s Subsidiary's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate agreement, transaction, commitment or arrangement which is approved by a majority of the Company, disinterested directors of the Company or (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 person other than such Related Party, (d) any agreement, transaction, 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingBuyer owns shares of Common Stock with an aggregate market value equal to or greater than $50,000, 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, commitment or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment and other arrangements and benefit programs on reasonable termsas set forth in SCHEDULES 2(s) AND 2(z), (b) any investment in an Affiliate of the Company, (cii) 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 person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . Notwithstanding the foregoing, the Company agrees that it will, prior to Closing, terminate, without damage or penalty to the Company, any agreement with its officers or directors which is not subject to subparagraph (i) above and involve the payment of money. 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” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible ---------------------------- Debentures or Warrants are outstandingoutstanding or (ii) any Investor owns Conversion Shares and/or Warrant Shares with a market value equal to or greater than $500,000, 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 subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) 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 five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary ------------- employment arrangements and benefit programs on reasonable terms, (b) 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 that would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which that 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 of this Section means, with respect to any person or entityPerson, --------- another person or entity Person that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entityPerson, (ii) has ten percent (10%) 5% or more common ownership with that person or entityPerson, (iii) controls that person or entityPerson, or (iv) shares common control with that person Person. "Control" or entity. “Control” or “"controls” " for purposes hereof of this Agreement means that a person or entity Person has ------- -------- the power, direct or indirect, to conduct or govern the policies of another person or entityPerson.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, 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, 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in the Company or an Affiliate of the Company, (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 person other than such Related Party, (d) 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 arrangementarrangement or approved by the shareholders of the Company or otherwise satisfies the rules and regulations of the Primary Market. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible 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, person who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common StockShares, or Affiliates (as defined below) 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 (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (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 person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. So long as any Convertible 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, person persons who were officers or directors at any time during the previous two (2) years, 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, 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 (aA) customary employment arrangements and benefit programs on reasonable terms, (bB) any investment in an Affiliate of the Company, (cC) 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 person other than such Related Party, and (dD) any agreement, 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 ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.