Common use of Appointment of Placement Agent Clause in Contracts

Appointment of Placement Agent. (a) Strasbourger is hereby appointed or ratified, as the case may be, as exclusive placement agent of the Company (subject to Strasbourger’s right to have selected dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the Placements) during the respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO (the “Delivery Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO Shares; or (ii) 90 days following the Delivery Date. The day that the PPO Period terminates is hereinafter referred to as the “PPO Termination Date.” The PPO Termination Date may be extended for up to 45 days at the option of the Placement Agent and Newco. (b) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO Shares. Strasbourger’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (c) Subscriptions for Shares of Series A Stock and the PPO Shares shall be evidenced by the execution by Subscribers of a Stock Purchase Agreement. No Stock Purchase Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO Shares. (d) The Placement Agent and/or its affiliates may be Subscribers in the Placements.

Appointment of Placement Agent. (a) Strasbourger Commonwealth is hereby appointed or ratified, as the case may be, as exclusive placement agent of the Company (subject to Strasbourger’s Commonwealth's right to have selected dealers (“"Selected Dealers”") in good standing with the National Association of Securities Dealers (“"NASD”") participate in the PlacementsOffering) during the respective offering periods period for the Placements Offering herein specified (the "Offering Period") for the purposes purpose of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day date the Offering Documents are first made available to the Placement Agent Commonwealth by the Company for delivery in connection with the PPO (the “Delivery Date”) Offering and shall continue until the earlier to occur of: (i) the sale of all of the PPO SharesMaximum Offering; or (ii) 90 days following February 18, 2002, unless extended by mutual agreement of the Delivery Date. The day that Company and the PPO Period terminates is hereinafter referred to as the “PPO Termination Date.” The PPO Termination Date may be extended Placement Agent for up to 45 an additional 30 days at (the option of "Termination Date"). If the Placement Agent Minimum Offering is not sold prior to the Termination Date, the Offering will be terminated and Newcoall funds received from Subscribers will be returned, without interest and without any deduction. (ba) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO SharesUnits. Strasbourger’s Provided Commonwealth is proceeding in good faith, Commonwealth's agency hereunder is not terminable by the Company except upon termination of prior to the PPO Offering PeriodTermination Date. (cb) Subscriptions for Shares of Series A Stock and the PPO Shares Units shall be evidenced by the execution by Subscribers of a Stock Purchase Subscription Agreement. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO SharesUnits. (dc) The Without the prior written consent of the Company, none of the Units will be offered or sold to the Placement Agent and/or its officers, directors, employees or affiliates may be Subscribers in or the PlacementsCompany and/or it officers, directors, employees or affiliates.

Appointment of Placement Agent. (a) Strasbourger Commonwealth is hereby appointed or ratified, as the case may be, as exclusive placement agent Placement Agent of the Company (subject to Strasbourgersubsection (f) below and the Placement Agent’s right to have selected dealers (“Selected Dealers”) which are in good standing with the National Association of Securities Dealers (“NASD”) participate in the PlacementsPlacement) during the respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified SubscribersSubscribers for the Placement. The Company agrees that Ladenburg ▇▇▇▇▇▇▇▇ or its affiliates may act as Selected Dealers in connection with the Placement. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO (the “Delivery Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO SharesMaximum Offering; or (ii) 90 days following June 30, 2002 or (iii) such date that the Delivery DateCompany and the Placement Agent mutually agree upon. The day that the PPO Offering Period terminates is hereinafter referred to as the “PPO Termination Date.” The PPO Termination Date may be extended for up to 45 30 days at the option by mutual agreement of the Placement Agent and Newcothe Company. (b) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified SubscribersSubscribers for the Placement. It Except for the foregoing, it is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO Shares. StrasbourgerUnits. (c) Commonwealth’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period, because the Per Share Purchase Price will be less than $1.00, or upon a material breach by Commonwealth of its obligations hereunder, provided further, that the sole remedy for Commonwealth in the event the Company terminates Commonwealth’s agency hereunder in violation of this provision shall be the Break-Up Fees provided for in Section 4(c) hereof. (cd) Subscriptions for Shares of Series A Stock and the PPO Shares Units shall be evidenced by the execution by Subscribers of a Stock Purchase the Subscription Agreement. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber investor in payment for Series A Stock or PPO SharesUnits. (de) The Placement Agent and/or its affiliates and ComVest Venture Partners, L.P. may be Subscribers investors in the PlacementsPlacement. (f) The Company may enter into agreements with Ladenburg ▇▇▇▇▇▇▇▇ or its affiliates to serve as co-placement agent(s) on terms not more favorable than those of the Placement.

Appointment of Placement Agent. (a) Strasbourger is hereby appointed or ratified, as the case may be, as exclusive placement agent Placement Agent of the Company Corporation (subject to Strasbourger’s right to have selected dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the Placements) during the respective offering periods for the Placements herein specified Financing Period (as defined below) for the purposes of assisting the Company Corporation in finding qualified Subscribers. The offering period for the Pre-Bridge Financing (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Financing Period”) shall commence on the day the Offering Documents are first made available SEC declares the post-effective amendment to the Placement Agent by the Company for delivery in connection with the PPO SB-2 effective (the “Delivery Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO Shares; or (ii) 90 days following the Delivery Date. The day that the PPO Financing Period terminates is hereinafter referred to as the “PPO Financing Termination Date.” The PPO Financing Termination Date may be extended for up to 45 days at the option of the Placement Agent and Newcothe Corporation. (b) Subject to the performance by Newco and the Company Corporation of all of its their obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company Corporation contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company Corporation in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO Shares. StrasbourgerThe Placement Agent’s agency hereunder is not terminable by the Company Corporation except upon termination of the PPO Offering Financing Period. (c) Subscriptions for the Shares of Series A Stock and the PPO Shares shall may be evidenced by the execution by Subscribers of a Stock Purchase Subscription Agreement. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted and countersigned by Newco or the CompanyCorporation. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO the Shares. (d) The Placement Agent and/or its affiliates may be Subscribers in the Placements.

Appointment of Placement Agent. (a) Strasbourger is hereby appointed or ratified, as the case may be, as exclusive placement agent of the Company (subject to Strasbourger’s right to have selected dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the PlacementsPlacement) during the respective offering periods period for the Placements Placement herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on January 25, 2005, which is the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO (the “Delivery Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO SharesDebentures; or (ii) April 29, 2005, which is 90 days following the Delivery Date. The day that the PPO Period terminates is hereinafter referred to as the “PPO Termination Date.” The PPO Termination Date may be extended for up to 45 days at the option of the Placement Agent and Newcothe Company. (ba) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO SharesDebentures. Strasbourger’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (cb) Subscriptions for Shares of Series A Stock and the PPO Shares Debentures shall be evidenced by the execution by Subscribers of a Stock Debenture Purchase Agreement. No Stock Debenture Purchase Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Debenture Purchase Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO SharesDebentures. (dc) The Placement Agent and/or its affiliates may be Subscribers in the PlacementsPlacement.

Appointment of Placement Agent. (a) Strasbourger ICP is hereby appointed or ratified, as the case may be, as exclusive placement agent of the Company (subject to StrasbourgerICP’s right to have selected foreign dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the PlacementsPlacement) during the respective offering periods for the Placements herein specified “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO PPO, which is expected to be on or about February 8, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO Shares; , or (ii) 90 days following the Delivery Dateclose of business on April 4, 2007, or (iii) the close of business on May 29, 2007 if mutually agreed to by the Parties in writing. The day that the PPO Period terminates expires is hereinafter referred to as the “PPO Termination Date.” . The PPO Termination Date may be extended for up to 45 an additional 30 days at by mutual agreement of ICP and the option of the Placement Agent and NewcoCompany. (ba) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO Shares. StrasbourgerICP’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (cb) Subscriptions for Shares of Series A Stock and the PPO Shares shall be evidenced by the execution by Subscribers of a Stock Purchase Subscription Agreement, Registration Rights Agreement and Questionnaire. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO Shares. (dc) The Placement Agent and/or its affiliates may be Subscribers in the PlacementsPlacement; provided that said Placement Agent and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction Documents.

Appointment of Placement Agent. (a) Strasbourger ICP is hereby appointed or ratified, as the case may be, as exclusive placement agent of the Company (subject to StrasbourgerICP’s right to have selected foreign dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the PlacementsPlacement) during the respective offering periods for the Placements herein specified “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO PPO, which is expected to be on or about June 14, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO Shares; , or (ii) 90 days following the Delivery Dateclose of business on August 26, 2007. The day that the PPO Period terminates expires is hereinafter referred to as the “PPO Termination Date.” . The PPO Termination Date may be further extended for up to 45 an additional 30 days at by mutual agreement of ICP and the option of the Placement Agent and NewcoCompany. (ba) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO Shares. StrasbourgerICP’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (cb) Subscriptions for Shares of Series A Stock and the PPO Shares shall be evidenced by the execution by Subscribers of a Stock Purchase AgreementSubscription Agreement and Questionnaire. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO Shares. (dc) The Placement Agent and/or its affiliates may be Subscribers in the PlacementsPlacement; provided that said Placement Agent and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction Documents and inform the Company of their intent to be a Subscriber in the Placement at least 15 days prior to the PPO Termination Date.

Appointment of Placement Agent. (a) Strasbourger is You are hereby appointed or ratified, as the case may be, as exclusive placement agent Placement Agent of the Company (subject to Strasbourger’s right subsection (f) below and your right, with the Company's consent (which consent shall not be unreasonably withheld), to have selected dealers (“"Selected Dealers”") which are either (i) in good standing with the National Association of Securities Dealers (“"NASD”") or (ii) foreign banks, brokers, dealers or other institutions not eligible for membership in the NASD, participate in the PlacementsPlacement) during the respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified SubscribersSubscribers for the Placement. The Company agrees that CIBC World Markets Inc. ("CIBC") and Canaccord Capital Corporation ("Canaccord"), or their respective affiliates, may act as Selected Dealers in connection with the Placement. The offering period for the Pre-Bridge Placement (the “Pre-Bridge "Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”") shall commence on the day date the Offering Documents are first made available Memorandum is delivered to the Placement Agent by the Company for delivery in connection with the PPO (the “Delivery Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO Shares; or (ii) 90 five business days following the Delivery Date. The day that date of the PPO Period terminates is hereinafter referred to Special Meeting (as defined in Section 4(k) hereof) (the “PPO "Termination Date.” The PPO Termination Date may be extended for up to 45 days at the option of the Placement Agent and Newco"). (b) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified SubscribersSubscribers for the Placement. It Except for the foregoing, it is understood that the Placement Agent has no commitment to sell the Series A Stock Special Warrants or the PPO Shares. Strasbourger’s Units. (c) Your agency hereunder is not terminable by the Company prior to the Termination Date except upon termination the earlier of (i) expiration of the PPO Offering PeriodPeriod or (ii) the decision of the Company or the Placement Agent not to proceed with the Placement in accordance with Section 4(b)(iii) of this Agreement. (cd) Subscriptions for Shares of Series A Stock and the PPO Shares Special Warrants shall be evidenced by the execution by Subscribers of a Stock Purchase the Subscription Agreement. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted by the Company and countersigned by Newco or the CompanyCompany shall have control over, and the right to reject any, subscriptions, subject to the provisions of subsection (g) below. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber investor in payment for Series A Stock or PPO SharesSpecial Warrants. (de) The Placement Agent and/or its affiliates may be Subscribers investors in the PlacementsPlacement. (f) The Company may enter into agreements with CIBC and Canaccord, or their respective affiliates, to either serve as co-placement agents in connection with the Placement or to raise up to $5,000,000 on terms not more favorable than those of the Placement. (g) The Company agrees to either (i) accept proper subscriptions from investors introduced to the Company by the Placement Agent (the "Commonwealth Investors") representing no less than the greater of (x) 60 Special Warrants or (y) 60% of the total number of Special Warrants sold in the Placement or (ii) provided proper subscriptions from Commonwealth Investors have been received, pay to the Placement Agent the full compensation provided for in Section 3(d) as if the Company had accepted such subscriptions (including reimbursement of the Placement Agent Expenses (as defined herein)).

Appointment of Placement Agent. (a) Strasbourger is You are hereby appointed or ratified, as the case may be, as exclusive placement agent Placement Agent of the Company (subject to Strasbourger’s your right to have selected dealers (“"Selected Dealers”') in good standing with the National Association of Securities Dealers (“"NASD”') participate in the Placements) during the respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge Financing (the “Pre-"Bridge Offering Period”') ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO (the “Delivery Date”) and shall continue until the earlier to occur of: . (i) the sale of all of the PPO SharesBridge Units; or (ii) 90 days following the Delivery DateFebruary 18, 2000. The day that the PPO Bridge Offering Period terminates is hereinafter referred to as the “PPO "Bridge Termination Date.” " (i) the sale of the Maximum Offering; or (ii) the later of (A) March 31, 2000 and (B) thirty (30) days following approval by the Company's shareholders of a sufficient increase in the Company's authorized capital stock to enable completion of the Maximum Offering; or (iii) the date the parties mutually agree to terminate the Offering. If the Minimum Offering is not sold prior to the end of the Preferred Offering Period, the Offering will be terminated and all Rinds received from Subscribers will be returned, without interest and without any deduction. The PPO day that the Preferred Offering Period terminates is hereinafter referred to as the "Preferred Termination Date." The Preferred Termination Date may be extended for up to 45 thirty (30) days at the option by mutual agreement of the Placement Agent and Newcothe Company. (b) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified Subscriberssubscribers for the Bridge Financing and the Offering. It is understood that the Placement Agent has no commitment to sell the Series A Stock Bridge Units or the PPO SharesPreferred Units. Strasbourger’s Your agency hereunder is not terminable by the Company except upon termination of the PPO Preferred Offering Period. (c) Subscriptions for Shares of Series A Stock and the PPO Shares Units shall be evidenced by the execution by Subscribers of a Stock Purchase Subscription Agreement. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber investor in payment for Series A Stock or PPO SharesUnits. (d) The Placement Agent and/or its affiliates may will be Subscribers investors in the Placements.

Appointment of Placement Agent. (a) Strasbourger ICP is hereby appointed or ratified, as the case may be, as exclusive placement agent of the Company (subject to StrasbourgerICP’s right to have selected foreign dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the PlacementsPlacement) during the respective offering periods for the Placements herein specified “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO PPO, which is expected to be on or about June 29, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the PPO Shares; , or (ii) 90 days following the Delivery Dateclose of business on July 31, 2007. The day that the PPO Period terminates expires is hereinafter referred to as the “PPO Termination Date.” The PPO Termination Date may be extended for up to 45 days at the option of the Placement Agent and Newco. (ba) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO Shares. StrasbourgerICP’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (cb) Subscriptions for Shares of Series A Stock and the PPO Shares shall be evidenced by the execution by Subscribers of a Stock Purchase Subscription Agreement, Registration Rights Agreement and Questionnaire. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent or the Company shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO Shares. (dc) The Placement Agent and/or its affiliates may be Subscribers in the PlacementsPlacement; provided that said Placement Agent and/or its affiliates satisfy all of the conditions and provide appropriate representations set forth in the Transaction Documents.

Appointment of Placement Agent. (a) Strasbourger is hereby appointed or ratifiedOn the basis of the representations, as the case may be, as exclusive placement agent warranties and agreements of the Company (herein contained, and subject to Strasbourger’s right to have selected dealers (“Selected Dealers”) in good standing with all the National Association terms and conditions of Securities Dealers (“NASD”) participate in the Placements) during the respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge (the “Pre-Bridge Offering Period”) ended on February 26this Agreement, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by shall be the Company for delivery Placement Agent, during the Offering Period (as defined in Section 3(b) below), in connection with the PPO (offering and sale by the “Delivery Date”) and shall continue until the earlier to occur of: (i) the sale of all Company of the PPO Shares; or Securities pursuant to the Company's registration statement on Form S-3 (ii) 90 days following File No. 333-217089), with the Delivery Date. The day that terms of the PPO Period terminates is hereinafter referred Offering to as be subject to market conditions and negotiations between the “PPO Termination Date.” The PPO Termination Date may be extended for up to 45 days at the option of Company, the Placement Agent and Newco. the Investors. The Placement Agent may offer the Securities through other broker-dealers who are FINRA members (bcollectively, the “Sub Agents”) Subject and may reallow all or a portion of the Placement Agent’s Broker Compensation (as defined in Sections 3(a) and 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee as allowed by applicable law. On the performance by Newco and the Company basis of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all such representations and warranties of Newco and the Company contained in this Agreementsubject to such terms and conditions, the Placement Agent hereby accepts such agency appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist Newco and the Company in finding qualified Subscriberssubscribers of the Securities. The Placement Agent has no obligation to purchase any of the Securities or sell any Securities. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below). The Offering is currently anticipated to be the registered direct offering of Units (“Units”), with each Unit consisting of (i) one share of the Company’s Common Stock, par value $0.0001 (each, a “Share”) and (ii) one warrant exercisable for a period of five (5) years to purchase one share of Common Stock with an above market exercise price per share (each, a “Warrant” and collectively with the Shares, the “Securities”). The Offering is for a maximum of gross proceeds of Twenty-five Million Dollars ($25,000,000) (the “Maximum Offering”). The offering price will be above market per Unit in an amount equal to the lesser of (1) the average closing market price of the Common Stock for the last five (5) consecutive trading days ending on the close of trading day immediately preceding the entry into the binding securities purchase agreement plus 1/8 of one point (or $0.125), or (2) the closing market price of the Common Stock on the trading day immediately preceding the entry into the binding securities purchase agreement plus 1/8 of one point (or $0.125) (the “Purchase Price”). (b) Placement of the Securities by the Placement Agent will be made on a reasonable best efforts basis. The Company agrees and acknowledges that the Placement Agent is not acting as underwriter with respect to the Offering and the Company shall determine the purchasers in the Offering in its sole discretion. The Securities will be offered by the Company to potential subscribers, which may include related parties of the Placement Agent or the Company through December 17, 2018, (the “Offering Period”). The date on which the Offering is terminated shall be referred to as the “Termination Date”. The Closing of the Offering may be held up to four days after the Termination Date. (c) The offering of Securities will be made by the Placement Agent on behalf of the Company solely pursuant to the Securities Purchase Agreement and the Exhibits to the Securities Purchase Agreement, including, but not limited to, and to the extent applicable, a Summary Term Sheet, the Warrant and any documents, agreements, supplements and additions thereto (collectively, the “Subscription Documents”), which at all times will be in form and substance reasonably acceptable to the Company and the Placement Agent and their counsel and contain such legends and other information as the Company and the Placement Agent and their counsel, may, from time to time, deem necessary and desirable to be set forth therein. (d) With respect to the Offering, the Company shall provide the Placement Agent, on terms set forth herein, the right to offer all of the available Securities being offered during the Offering Period (subject to prior offer and sale of some of the Securities, if applicable). It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO Shares. Strasbourger’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (c) Subscriptions for Shares of Series A Stock and the PPO Shares sale shall be evidenced by the execution by Subscribers of a Stock Purchase Agreement. No Stock Purchase Agreement shall be regarded as effective unless and until it is accepted and countersigned by Newco or the Company. The Company may, in its sole discretion, accept or reject, in whole or in part, any prospective investment in the Securities or allot to any prospective subscriber less than the number of Securities that such subscriber desires to purchase. Purchases of Securities may be made by the Placement Agent shall not have and any obligation selected sub-dealers and their respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the Company (collectively, the “Affiliates”) for the Offering and such purchases will be made by the Affiliates based solely upon the same information that is provided to independently verify the accuracy or completeness of any information contained in any Stock Purchase Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Series A Stock or PPO Shares. (d) The Placement Agent and/or its affiliates may be Subscribers Investors in the PlacementsOffering.

Appointment of Placement Agent. (a) Strasbourger is You are hereby appointed or ratified, as the case may be, as exclusive placement agent Placement Agent of the Company (subject to Strasbourger’s your right to have selected dealers (“"Selected Dealers”") in good standing with the National Association of Securities Dealers (“"NASD”") participate in the PlacementsOffering) during the respective offering periods period for the Placements Offering herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Pre-Bridge Offering (the “Pre-Bridge "Offering Period”) ended on February 26, 2004. The day that the Pre-Bridge Offering Period terminated is hereinafter referred to as the “Pre-Bridge Termination Date.” The offering period for the PPO (the “PPO Period”") shall commence on the day the Offering Documents are first made available to the Placement Agent you by the Company for delivery in connection with the PPO (offering for sale of the “Delivery Date”) Units and shall continue until the earlier to occur of: (i) the sale of all of the PPO SharesMaximum Offering, including the Over-Allotment Option; or (ii) 90 days following the Delivery DateMarch 31, 2000. The day that the PPO Offering Period terminates is hereinafter referred to as the “PPO "Termination Date.” " The PPO Termination Date may be extended for up to 45 30 days at the option of the Placement Agent and NewcoAgent. (b) Subject to the performance by Newco and the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of Newco and the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist Newco and the Company in finding qualified SubscribersSubscribers for the Offering. It is understood that the Placement Agent has no commitment to sell the Series A Stock or the PPO SharesUnits. Strasbourger’s Your agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (c) Subscriptions for Shares of Series A Stock and the PPO Shares Units shall be evidenced by the execution by Subscribers of a Stock Purchase Subscription Agreement. No Stock Purchase Subscription Agreement shall be effective unless and until it is accepted and countersigned by Newco or the Company. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Stock Purchase Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Subscriber investor in payment for Series A Stock or PPO SharesUnits. (d) The Placement Agent and/or its affiliates may will be Subscribers investors in the PlacementsOffering.