Common use of Purchase and Sale of Notes and Warrants Clause in Contracts

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six Million Dollars ($6,000,000), convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 (the "Series A-7 Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six Million Hundred Thousand Dollars ($6,000,000), convertible into shares 600,000) bearing interest at the rate of the Company's common stock, par value $.01 fifteen percent (15%) per share (the "Common Stock")annum, in substantially the form attached hereto as Exhibit B-1 B (the "Series A “Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser the Purchasers shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 “Warrants"”), to purchase a the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to seventy-five percent (75%) of the number of Conversion Shares Warrant Price (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereofrespective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of seven three (73) years following from the Closing later of i) the date it is issued (the “Issuance Date, (”) or ii) Series B-4 WarrantsJune 30, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of2007.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as in Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six Three Million Dollars ($6,000,000), convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"3,000,000), in substantially the form attached hereto as Exhibit B-1 B (the "Series A “Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each Purchaser of the Purchasers shall be issued at the Initial Closing Date (ias defined below) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 “Warrants"”), to purchase a number an aggregate of up to 2,000,000 shares of the Company’s common stock, no par value (the “Common Stock equal to seventy-five percent Stock”). The Warrants shall expire seven (75%7) of years following the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at Initial Closing Date and shall have an exercise price per share equal to $0.40 on the Closing Date Warrant Price (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"Warrant), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six Three Million Five Hundred Thousand Dollars ($6,000,0003,500,000), convertible into shares of the Company's ’s common stock, par value $.01 0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B-1 B (the "Series A “Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser the Purchasers shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 “Warrants"”), to purchase a number of shares of Common Stock equal to seventy-five one hundred percent (75100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series ’s Notes purchased pursuant to this Agreement as set forth opposite such Purchaser’s name on Exhibit A Note on attached hereto. The Warrants shall expire five (5) years following the date of issuance of such Note at Closing Date and shall have an exercise price per share equal to $0.40 on the Closing Date Warrant Price (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six Million Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($6,000,000)832,500) bearing interest at the rate of ten percent (10%) per annum increasing to twelve percent (12%) per annum on January 1, 2004, convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 EXHIBIT B (the "Series A Notes"). Upon the following terms and conditions, and (ii) original issue discount series each of the Purchasers shall be issued Series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common StockWarrants, in substantially the form attached hereto as Exhibit B-2 EXHIBIT C-1 (the "OID NotesSeries A Warrants"), and Series B Warrants, in substantially the form attached hereto as EXHIBIT C-2 (the "Series B Warrants" and, together with the Series A NotesWarrants, the "NotesWarrants"), to purchase such number of shares of Common Stock set forth with respect to such Purchaser on EXHIBIT A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 (the "Series A-7 Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible demand promissory notes in the aggregate principal amount of up to Six Eight Million Dollars ($6,000,0008,000,000), convertible into shares of the Company's ’s common stock, par value $.01 0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B-1 B (the "Series A “Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each Purchaser of the Purchasers shall be issued (i) Series A-7 A Warrants, in substantially the form attached hereto as Exhibit C-1 (the "“Series A-7 A Warrants"”), to purchase a the number of shares of Common Stock equal to seventy-five fifty percent (7550%) of the number of Conversion Shares (as defined in Section 1.3 hereofbelow) issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's Series ’s name on Exhibit A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Datehereto, (ii) Series B-4 J Warrants, in substantially the form attached hereto as Exhibit C-2 (the "“Series B-4 J Warrants"”), to purchase the number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser, provided that such Purchaser purchases Notes for a purchase price equal to or greater than Two Million Dollars ($2,000,000) pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, and (iii) Series B Warrants, in substantially the form attached hereto as Exhibit C-3 (the “Series B Warrants” and, together with the Series A Warrants and the Series J Warrants, the “Warrants”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's ’s name on Exhibit A hereto. The Warrants shall expire five (5) years following the Closing Date, except for the Series A Note on J Warrants, which shall expire nine (9) months following the date Closing Date. Each of issuance of such Note at the Warrants shall have an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares Price (as defined in Section 1.3 hereofthe applicable Warrant), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six One Million Dollars ($6,000,000)1,000,000) bearing interest at the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, $0.001 par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 B (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser the Purchasers shall be issued (i) Series A-7 A Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.00 and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A attached hereto at an exercise price per share equal to $1.25. Each Purchaser shall be entitled to receive Series A Warrants and Series B Warrants to purchase a number of shares of Common Stock equal to seventytwenty-five percent (7525%) of the number of Conversion Shares (as defined in Section 1.3 hereof) shares of Common Stock issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date Note. The Warrants shall expire five (as defined in Section 1.2 hereof) and a term of seven (75) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number ofthereof.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchaserseach Purchaser, and the Purchasers each Purchaser shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (i) series A senior secured convertible promissory notes in the “Unit Price”), for aggregate principal amount gross proceeds to the Company of up to Six Five Million Dollars ($6,000,000), convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"Cdn$5,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemption exemptions from securities registration afforded by Section 4(2) requirements of the U.S. United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D"), ) and/or upon such other exemption Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the registration prospectus filing requirements of the Securities Act as may be available with respect in Canada and pursuant to any or all of the investments to be made hereunderexemptions from provincial securities laws. (b) The Notes will be issued pursuant to the Trust Indenture, by and between the Company and Computershare Trust Company of Canada (the “Trustee”), in substantially the form attached hereto as Exhibit B (the "Trust Indenture"). (c) Upon the following terms and conditions, each Purchaser the Purchasers shall be issued (i) Series A-7 Q Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 Warrants"“Warrant Certificates”), each Warrant exercisable to purchase a number of shares acquire one share of Common Stock equal to seventy-five percent at the Exercise Price for a period of eighteen (75%18) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following months from the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company Issuer shall issue and sell to the PurchasersInvestors, and the Purchasers Investors shall purchase (in the amounts set forth as Exhibit A hereto) from the CompanyIssuer, severally and not jointly in accordance with Exhibit A, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six Million Dollars ($6,000,000), convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 (the "Series A “First Lien Notes"”), in the case of Biotex Pharma Investments LLC (the “Lead Investor”) and, to the extent purchasing Notes having an aggregate principal amount not in excess of $100,000, any other purchasers of First Lien Notes identified on Exhibit A (together with the Lead Investor, the "First Lien Investors”), or Exhibit B-2 (the “Second Lien Notes”), in the case of the other Investors (the “Second Lien Investors”) and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, warrants in substantially the form attached hereto as Exhibit B-2 C (the "OID Notes"“Warrants”) for the purchase of shares of the Issuer’s common stock, together with par value $.001 per share (the Series A Notes, the "Notes"“Common Stock”). The Company Issuer and the Purchasers Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 (the "Series A-7 Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of

Purchase and Sale of Notes and Warrants. Section 1.1 Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six Thirty Million Dollars ($6,000,00030,000,000), convertible into shares of the Company's common stock, par value $.01 0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B-1 B (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser the Purchasers shall be issued (i) Series A-7 A Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series ’s Notes purchased pursuant to this Agreement as set forth opposite such Purchaser’s name on Exhibit A Note on attached hereto. The Warrants shall expire three (3) years following the date of issuance of such Note at Closing Date and shall have an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of6.00.

Purchase and Sale of Notes and Warrants. (a) Upon the --------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six One Million Seven Hundred Fifty Thousand Dollars ($6,000,000)1,750,000.00) bearing interest at the rate of ten percent (10%) per annum, convertible into due April 17, 2002, in substantially the form attached hereto as Exhibit B (the "Notes") and warrants to purchase shares of the Company's common stock, ----- par value $.01 .001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 C (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "NotesWarrants"). The Company and the Purchasers -------- are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D -------------- ("Regulation D"), and/or upon such other exemption from the registration ------------ requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 (the "Series A-7 Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Five Million Six Million Hundred Sixty-Five Thousand Dollars ($6,000,0005,665,000), convertible into shares of the Company's common stock, par value $.01 .0001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 B (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser shall be issued (i) Series A-7 A Warrants, in substantially the form attached hereto as Exhibit C-1 (the "Series A-7 Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date 0.65 and a term of four five (45) years following the effective date of the registration statement providing for the resale of the Conversion Shares issuance and the Warrant Shares (as defined in Section 1.3 hereof), (iiiii) Series C-3 B Warrants, in substantially the form attached hereto as Exhibit C-3 C-2 (the "Series C-3 B Warrants" and together with the Series A Warrants, the "Warrants") ), to purchase purchase, in accordance with the terms thereof, a number ofof shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Note at an exercise price per share equal to $0.01 and a term of five (5) years following issuance. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's name on Exhibit A attached hereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six One Million Dollars ($6,000,000), convertible into shares 1,000,000) bearing interest at the rate of the Company's common stock, par value $.01 fifteen percent (15%) per share (the "Common Stock")annum, in substantially the form attached hereto as Exhibit B-1 B (the "Series A “Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser the Purchasers shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 “Warrants"”), to purchase a the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to seventy-five percent (75%) of the number of Conversion Shares Warrant Price (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereofrespective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of seven three (73) years following from the Closing later of i) the date it is issued (the “Issuance Date, (”) or ii) Series B-4 WarrantsJune 30, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of2007.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Three Million Six Million Hundred Thousand Dollars ($6,000,0003,600,000), convertible into shares of the Company's common stock, par value $.01 .0001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B-1 B (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser shall be issued (i) Series A-7 A-2 Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such ’s Note at an exercise price per share equal to $0.90 on the Closing Date 0.65 and a term of four five (45) years following the effective date issuance. The number of shares of Common Stock issuable upon exercise of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form Warrants issuable to each Purchaser is set forth opposite such Purchaser’s name on Exhibit A attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number ofhereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Four Million Six Million Hundred Twenty Thousand Dollars ($6,000,000)4,620,000) bearing interest at the rate of seven percent (7%) per annum, convertible into shares of the Company's ’s common stock, par value $.01 0.01 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B-1 B (the "Series A “Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”) and Regulation S (“Regulation S”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser of the Purchasers shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 “Warrants"”), to purchase a the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to seventy-five percent (75%) of the number of Conversion Shares Warrant Price (as defined in Section 1.3 hereofthe Warrants) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on and shall be exercisable as stated therein. The Warrants shall expire five (5) years from the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"below), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series Series A 9% senior secured convertible promissory notes in the aggregate principal amount of up to Six One Million Dollars ($6,000,0001,000,000), convertible into shares of the Company's common stock, par value $.01 0.001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 B (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Senior Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser the Purchasers shall be issued issued: (i) Series A-7 A Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "Series A-7 A Warrants"), to purchase a number of shares of Common Stock equal to seventy-five one hundred percent (75100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Senior Note at an exercise price per share equal to $0.40 on the Closing Date Warrant Price (as defined in Section 1.2 hereofthe Series A Warrants) and a term of seven Five (75) years following the Closing Date, ; (ii) Series B-4 B Warrants, in substantially the form attached hereto as Exhibit C-2 D (the "Series B-4 B Warrants"), to purchase a number of shares of Common Stock equal to fifty one hundred percent (50100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Senior Note at an exercise price per share equal to $0.90 on the Closing Date Warrant Price (as defined in the Series B Warrants) and a term of four Seven (47) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares Effective Date (as defined in Section 1.3 1.4 hereof), ; and (iii) Series C-3 C Warrants, in substantially the form attached hereto as Exhibit C-3 E (the "Series C-3 C Warrants") ), to purchase a number ofof shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Senior Note at an exercise price per share equal to the Warrant Price (as defined in the Series B Warrants) and a term of Ten (10) years following the Effective Date (as defined in Section 1.4 hereof); and The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's name on Exhibit A attached hereto.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as in Exhibit A hereto) from the Company, (i) series A a senior secured convertible promissory notes note in the aggregate principal amount of up to Six Three Million Dollars ($6,000,000), convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"3,000,000), in substantially the form attached hereto as Exhibit B-1 B (the "Series A “Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each Purchaser of the Purchasers shall be issued (i) Series A-7 A Warrants, in substantially the form attached hereto as Exhibit C-1 C (the "“Series A-7 A Warrants",” or the “Warrants”), to purchase a number of up to 5,500,000 shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price Company’s common stock, par value $0.001 per share equal to $0.40 on (the Closing Date (as defined in Section 1.2 hereof) and a term of “Common Stock”). The Warrants shall expire seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at Date and shall have an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares Price (as defined in Section 1.3 hereofthe Warrant), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of.