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 from the Company, senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000), convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (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, the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit C (the "Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants).

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, senior secured subordinated ---------- convertible promissory notes in the aggregate principal amount of up to Ten Fifteen Million Dollars ($10,000,00015,000,000), convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in substantially the ------------ form attached hereto as Exhibit B (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 of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "Series A Warrants"), ----------- ----------------- to purchase the number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 below) issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser's name on Exhibit A hereto, (ii) Series B Warrants, in substantially the form attached ---------- hereto as Exhibit C-2 (the "Series B Warrants"), to purchase a the number of ----------- ----------------- shares of Common Stock equal to seventy-five percent (75%) 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 name on Exhibit A hereto, (iii) Series J Warrants, in substantially ----------------- the form attached hereto as Exhibit C-3 (the "Series J Warrants"), to purchase ----------- ----------------- the number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's the Notes purchased pursuant to this Agreement by each Purchaser, as set forth opposite such Purchaser's name on Exhibit A hereto, --------- (iv) Series C Warrants, in substantially the form attached hereto as Exhibit C-4 ----------- (the "Series C Warrants"), to purchase the number of shares of Common Stock ------------------- equal to seventy-five percent (75%) 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 name on Exhibit A hereto, --------- and (v) Series D Warrants, in substantially the form attached hereto as Exhibit ------- C-5 (the "Series D Warrants" and, together with the Series A Warrants, the --- ----------------- Series B Warrants, the Series J Warrants and the Series C Warrants, the "Warrants"), to purchase the number of shares of Common Stock equal to -------- seventy-five percent (75%) 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 name on Exhibit A hereto. --------- Notwithstanding the foregoing to the contrary, each of the Purchasers shall be issued Series J Warrants, Series C Warrants and Series D Warrants only if such Purchaser's aggregate investment in the Company is equal to or greater than $10,000,000 (including only such Purchaser's investment amount for the purchase of Notes pursuant to this Agreement plus such Purchaser's investment amount in the subordinated convertible note financing that closed on August 31, 2006). The Warrants shall expire five (5) years following the Closing Date and Date, except for the Series J Warrants, which shall expire nine (9) months following the Closing Date. Each of the Warrants shall have an exercise price per share equal to the Warrant Price (as defined in the Warrantsapplicable Warrant).

Purchase and Sale of Notes and Warrants. (a) Upon Subject to the following terms and conditionsconditions herein set forth, the Company shall issue and hereby agrees to sell to the Purchasers, Purchasers and the Purchasers shall each Purchaser agrees to purchase from the CompanyCompany at the Closing (as defined below), senior secured convertible promissory notes (i) Notes in the amount set forth on the signature pages hereof below its name at 100% of principal amount; provided, however, that all such issuances of Notes (exclusive of Additional Notes which may be issued to satisfy interest payment Obligations) shall not result in originally issued Notes with an aggregate principal amount exceeding $28,000,000 and (ii) Warrants in the amount set forth on the signature pages hereof below its name for no additional consideration; provided, however, that total of all such Warrants shall not exceed 5.75% of the fully diluted common equity of the Company on the Date of Closing (as defined below). The Company will deliver to each Purchaser one or more Notes in the form attached as Exhibit A hereto registered in the name of such Purchaser (or its nominee), evidencing the aggregate principal amount of up Notes to Ten Million Dollars be purchased by such Purchaser and in the denomination or denominations specified by such Purchaser and one or more Warrants in the form attached as Exhibit B hereto registered in the name of such Purchaser ($10,000,000or its nominee), convertible into evidencing the number of shares of common stock of the Company's common stockCompany to be issued upon exercise of the Warrants to be purchased by such Purchaser and in the denomination or denominations specified by such Purchaser against payment of the purchase price thereof by transfer of immediately available funds on the date of closing, par value $0.001 per share which shall be June 25, 2002 (the "Common StockClosing"), in substantially the form attached hereto as Exhibit B (; 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) Date 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, the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit C (the "WarrantsClosing"), to purchase accounts specified by the Company in a number funds flow memorandum to be delivered by the Company to the Purchasers not later than one Business Day prior to the Date of shares of Common Stock equal Closing. To the extent Additional Notes are issued, the Company will deliver to one hundred percent (100%) each then holder of the number of Conversion Shares (as defined Notes the Additional Notes registered in Section 1.3 hereof) issuable upon conversion the name of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached heretoholder (or its nominee). The Warrants issuance of Additional Notes shall expire five (5) years following not require the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the issuance of additional Warrants).

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 from the Company, senior secured convertible promissory notes (i) Series D 12% Senior Secured Convertible Promissory Notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000)2,250,000, convertible into shares of the Company's ’s common stock, par value $0.001 per share (the "“Common Stock"” or “Conversion Shares”), in substantially the form attached hereto as Exhibit B (the "“Senior Secured Notes"” or “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, the Purchasers shall be issued issued: (i) Series J Warrants, in substantially the form attached hereto as Exhibit C (the "“Series J Warrants"”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have ’s Senior Secured Note at an exercise price per share equal to the Warrant Price (as defined in the Series J Warrants) and a term of Three (3) years following the date of the applicable Closing Dates, as set forth in Section 1.2 below; and (ii) Series K Warrants, in substantially the form attached hereto as Exhibit D (the “Series K Warrants”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s Senior Secured Note at an exercise price per share equal to the Warrant Price (as defined in the Series K Warrants) and a term of Five (5) years following the applicable Closing Dates, as set forth in Section 1.2 below.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditionssubject to the conditions contained herein, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars four million, two hundred thousand dollars ($10,000,000), convertible into shares of the Company's common stock, par value $0.001 per share 4,200,000) (the "Common StockPurchase Price"), bearing interest at a rate of six percent (6%) per annum, in substantially the form attached hereto as Exhibit B (the "Notes"). The Company outstanding principal amount of the Notes, together with all accrued and unpaid interest, shall be due and payable on or before the Maturity Date (as defined in the Notes) in cash; provided, however, that at any time while the Notes are outstanding and subject to any limitations or other provisions on conversion contained in the Notes, the Purchasers are executing shall have the option to convert the outstanding principal amount of such Notes plus any and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) all accrued but unpaid interest into such number of shares of common stock of the U.S. Securities Act of 1933Company, as amended, and the rules and regulations promulgated thereunder par value $.001 per share (the "Securities ActCommon Stock"), including Regulation D at a conversion price of thirty cents ("Regulation D"$.30) per share, subject to the conversion provisions in the Note; provided, further, however, that, if, at any time following the date hereof while the Notes are outstanding the average closing sale price of the Common Stock for the ten (10) trading days immediately prior to the date of conversion (as determined by the Bloomberg volume weighted average price function), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect is equal to or greater than forty cents ($0.40) per share, then, subject to any limitations or other provisions on conversion contained in the Notes, the Company shall have the option to convert the outstanding principal amount of such Notes plus any and all accrued but unpaid interest into such number of the investments to be made hereundershares of Common Stock, at a conversion price of thirty cents ($.30) per share. (b) Upon In consideration of and in express reliance upon the following representations, warranties, covenants, terms and conditionsconditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers agree to purchase the Notes. The closing under this Agreement (the "Closing") shall be issued Warrantstake place at the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Av▇▇▇▇, ▇▇w ▇▇▇▇, ▇▇▇ ▇▇rk 10174 upon the satisfaction ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ons 4 and 5 hereof (the "Closing Date"). (c) As an inducement for the purchase of the Notes by the Purchasers, the Company shall issue and deliver to the Purchasers (pro rata in substantially proportion to the form attached hereto as Exhibit C Purchase Price paid by each Purchaser) certificates representing warrants (the "Warrants"), ) to purchase a number shares of the Company's Common Stock (the "Warrant Shares") as follows: (i) Warrants to purchase 9,367,646 shares of Common Stock equal at an exercise price of forty cents ($0.40) per share, (ii) Warrants to one hundred percent purchase 9,367,646 shares of Common Stock at an exercise price of thirty-five cents (100%$0.35) per share, (iii) Warrants to purchase 9,367,646 shares of Common Stock at an exercise price of fifteen cents ($0.15) per share and (iv) Warrants to purchase 9,367,646 shares of Common Stock at an exercise price of eleven cents ($0.11) per share. (d) On or prior to the Closing Date, each Purchaser shall fund its portion of the Purchase Price into an escrow account maintained by the law offices of Jenkens & Gilchrist Parker Chapin LLP, as escrow agent (the "Escrow Agent"). ▇▇▇▇ ▇▇▇▇sf▇▇▇▇▇▇ ▇▇ ▇▇▇▇ of the conditions set forth in Sections 4 and 5 hereof and delivery of the Purchase Price to the Escrow Agent, the Escrow Agent shall promptly wire transfer the escrowed funds to an account designated by the Company pursuant to its written instructions. (e) The Company shall authorize and reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of Conversion Shares (as defined in Section 1.3 hereof) authorized but unissued shares of Common Stock to effect the conversion, if any, of the Notes and the exercise of the Warrants. The shares of Common Stock issuable by the Company upon conversion of such Purchaser's the Notes purchased pursuant and all accrued but unpaid interest thereon are referred to this Agreement herein as set forth opposite such Purchaser's name on Exhibit A attached heretothe "Conversion Shares". The Notes, Conversion Shares, Warrants shall expire five (5) years following and Warrant Shares are sometimes collectively referred to herein as the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants)"Securities".

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 from the Company, (i) senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000), convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "“Notes"”) in the aggregate principal amount of up to Eight Million Five Hundred Thousand Dollars ($8,500,000), convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). 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, the Purchasers each Purchaser shall be issued (i) Note Warrants, in substantially the form attached hereto as Exhibit C (the "“Note Warrants"”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereofherein) immediately issuable upon conversion of such Purchaser's Notes purchased pursuant ’s Note at an initial exercise price per share equal to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire $0.75 and a term of five (5) years following the Closing Date initial Closing, and shall have (ii) Short-Term Warrants, in substantially the form attached hereto as Exhibit D (the “Short-Term Warrants” and collectively with the Note Warrants, the “Warrants”), to purchase a number of shares of Common Stock equal to up to one hundred percent (100%) of the Purchase Price divided by 1.0 at an exercise price per share equal to $0.60 and a term expiring on the Warrant Price earlier of nine (as defined in 9) months following registration of the Warrants)underlying shares or five (5) years following the initial Closing. 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 Subject to the following terms and conditionsconditions hereof, on the Closing Date (i) the Company will issue to the Purchasers, and each Purchaser will, severally and not jointly, acquire from the Company, Notes in the aggregate principal amounts set forth opposite their names in Schedule 2.01(a) under the heading "Aggregate Principal Amount of Notes" and (ii) the Company shall issue to each Purchaser, and each Purchaser shall acquire from the Company, the Initial Warrants exercisable for the numbers of shares of Fully Diluted Common Stock (after taking into effect the issuance of the Initial Warrants) set forth opposite their names in Schedule 2.01(a) under the heading "Initial Warrants." The Notes shall be substantially in the form of Exhibit A attached hereto, and the Initial Warrants shall be substantially in the form of Exhibit B-1 attached hereto, in each case, as appropriately completed in conformity herewith. (b) If on any of the dates set forth on Schedule 2.01(b) under the heading "Adjustment Date" (each such date, an "Adjustment Date") any principal, interest, or any other amount due under the Notes shall not have been irrevocably paid in full, then, on any such date, the Company shall issue to each Purchaser (or, if the Initial Warrants or a portion thereof have been transferred in accordance with the provisions thereof and sell of this Agreement, to the PurchasersHolder holding such Initial Warrants), and the Purchasers each Purchaser (or each such Holder) shall purchase acquire from the Company, senior secured convertible promissory notes in Adjustment Warrants exercisable for the aggregate principal amount number of up to Ten Million Dollars ($10,000,000), convertible into shares of the Company's common stock, par value $0.001 per share Fully Diluted Common Stock (the "Common StockAggregate Number"), as defined in substantially the form Form of Warrant attached hereto as Exhibit B (B-2) which, on such Adjustment Date, would constitute the "Notes"). The Company percentage of all issued 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) outstanding Fully Diluted Common Stock of the U.S. Securities Act of 1933, as amended, and Company (after taking into effect 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, the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit C (the "Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion issuance of such Purchaser's Notes purchased pursuant to this Agreement as Adjustment Warrants) set forth in Schedule 2.01(b) opposite such Purchaser's name under the heading "Adjustment Percentage" (or, in the case of a Holder other than a Purchaser, the applicable pro rata portion thereof) (each such percentage, an "Adjustment Percentage"); provided, however that in the event the Notes are redeemed in part but not in whole on Exhibit A attached hereto. The or before an Adjustment Date, the Adjustment Percentage applicable to Adjustment Warrants issued on or after such partial redemption shall expire five (5) years following the Closing Date and shall have an exercise price per share be equal to the Warrant Price (as defined in applicable Adjustment Percentage set forth on Schedule 2.01(b) multiplied by a fraction, the Warrants).numerator of which shall be the principal balance 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 from the Company, (i) 10% senior secured convertible promissory notes in the aggregate principal amount of up to Ten Eight Million Dollars ($10,000,0008,000,000), convertible into shares of the Company's common stock, par value $0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B B-1 (the "10% Notes"), and (ii) zero coupon senior secured convertible promissory notes in the aggregate principal amount of up to Four Hundred Thousand Dollars ($400,000), convertible into shares of the company’s Common Stock, in substantially the form attached hereto as Exhibit B-2 (the “Zero Coupon Note”, together with the 10% 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, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have ’s 10% Note at an exercise price per share equal to the Warrant Price (as defined in the Series A Warrants) and a term of three (3) years following the Closing Date; (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B 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 10% Note at an exercise price per share equal to the Warrant Price (as defined in the Series B Warrants) and a term of two (2) years following the Effective Date (as defined in Section 1.4 hereof); and (iii) Series C Warrants, in substantially the form attached hereto as Exhibit E (the “Series C Warrants” and, together with the Series A Warrants and the Series B Warrants, the “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 10% Note at an exercise price per share equal to the Warrant Price (as defined in the Series C Warrants) and a term of seven (7) years following the Closing Date. The Series C Warrants may only be exercised for a number of shares of Common Stock that is equal to the number of shares of Common Stock that are exercised pursuant to the Series B Warrants. 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 shall, severally and not jointly, purchase from the Company, (i) 8% senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000)2,292,459.00, convertible into shares of the Company's ’s common stockshares, par value $0.001 0.01 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (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. The Company acknowledges that a portion of the Purchase Price (as defined below) shall be paid by certain Purchasers surrendering for cancellation certain bridge notes (the “Bridge Notes”) issued by the Company to such Purchasers. Each Purchaser that applies the principal amount and interest outstanding on the Bridge Notes to purchase the Notes shall receive Notes in an amount equal to one hundred twenty percent (120%) of the principal amount plus accrued and unpaid interest of such Bridge Note. (b) Upon the following terms and conditions, the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit C (the "“Warrants"”), to purchase a number of shares of Common Stock equal to one hundred fifty percent (10050%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have ’s Note at an exercise price per share equal to the Warrant Price (as defined in the Warrants)) for a term of five (5) years following the Closing Date.

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 from the Company, senior secured convertible promissory notes in the aggregate principal amount of up to Ten Five Million Dollars ($10,000,000)5,000,000) bearing interest at the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, par value $0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (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, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto, (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants"), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto, and (iii) Series C Warrants, in substantially the form attached hereto as Exhibit E (the “Series C Warrants” and, together with the Series A Warrants and the Series B Warrants, the “Warrants”), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. For each $500,000 of Notes purchased pursuant to this Agreement, such Purchaser shall receive a Series A Warrant to purchase 300,000 shares of Common Stock at an exercise price per share of $2.90 and a Series B Warrant to purchase 300,000 shares of Common Stock at an exercise price per share of $3.50. Each Purchaser shall also be entitled to receive a Series C Warrant to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant ’s Note at an exercise price per share equal to this Agreement the Conversion Price (as set forth opposite such Purchaser's name on Exhibit A attached heretodefined in the Notes). The Series A Warrants and the Series B Warrants shall expire five (5) years following the Closing Date and the Series C Warrants shall have an exercise price per share equal to expire one (1) year following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Price (as defined in the Warrants)Shares.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditionssubject to the conditions contained herein, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured subordinated convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars $4,888,000 ($10,000,000the "Purchase Price"), bearing interest at the rate of eight percent (8%) per annum, convertible into shares of common stock of the Company's common stock, par value $0.001 .0001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (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 warrants to purchase shares 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, the Purchasers shall be issued WarrantsCommon Stock, in substantially the form attached hereto as Exhibit C (the "Warrants"). (b) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers agree to purchase a number the Notes and Warrants. The closing under this Agreement (the "Closing") shall take place at the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Ave▇▇▇, ▇▇▇ Y▇▇▇, ▇▇▇ ▇▇▇▇ 10174 upon the satisfaction ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇s 4 and 5 hereof (the "Closing Date"). (c) At the Closing, the Company shall issue to the Purchasers Warrants to purchase an aggregate of 814,668 shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached heretoStock. The Warrants shall expire be exercisable for five (5) years following from the Closing Date date of issuance and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants). (d) The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of its Common Stock equal to at least 120% of the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants. Any shares of Common Stock issuable upon conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants (and such shares when issued) are herein referred to as the "Conversion Shares" and the "Warrant Shares," respectively. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the "Securities". (e) The Company shall register with the Securities and Exchange Commission (the "Commission") shares of its Common Stock equal to at least 120% of the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants pursuant to the Registration Rights Agreement in substantially the form attached hereto as Exhibit D (the "Registration Rights Agreement").

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 from the Company, (i) Series B 10% senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Eight Hundred and Fifty Thousand Dollars ($10,000,000850,000), convertible into shares of the Company's ’s common stock, par value $0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (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, the Purchasers shall be issued issued: (i) Series D Warrants, in substantially the form attached hereto as Exhibit C (the "“Series D Warrants"”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have ’s Senior Note at an exercise price per share equal to the Warrant Price (as defined in the Series D Warrants) and a term of Five (5) years following the Closing Date; (ii) Series E Warrants, in substantially the form attached hereto as Exhibit D (the “Series E Warrants”), to purchase a number of 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 E Warrants) and a term of Seven (7) years following the Effective Date (as defined in Section 1.4 hereof); and (iii) Series F Warrants, in substantially the form attached hereto as Exhibit E (the “Series F Warrants”), to purchase a number of 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 F 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 from the Company, senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000), convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (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, the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit C (the "Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants). (c) Upon the following terms and conditions, the Purchasers shall also be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit D (the "Series A Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement at an exercise price per share equal to $0.315 and a term of one (1) year following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined below); and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit E (the "Series B Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement at an exercise price per share equal to $0.63 and a term of five (5) years. The Series B Warrants may only be exercised for a number of shares of Common Stock that is equal to the number of shares of Common Stock that are exercised pursuant to the Series A Warrants. For purposes of this Agreement, all references to Warrants shall also include the Series A Warrants and the Series B Warrants. 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 from the Company, (i) senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000), convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "“Notes"”) in the aggregate principal amount of up to Eight Million Five Hundred Thousand Dollars ($8,500,000), convertible into shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”). 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, the Purchasers each Purchaser shall be issued (i) Note Warrants, in substantially the form attached hereto as Exhibit C (the "“Note Warrants"”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereofherein) immediately issuable upon conversion of such Purchaser's Notes purchased pursuant ’s Note at an initial exercise price per share equal to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire $0.75 and a term of five (5) years following the Closing Date initial Closing, and shall have (ii) Short-Term Warrants, in substantially the form attached hereto as Exhibit D (the “Short-Term Warrants” and collectively with the Note Warrants, the “Warrants”), to purchase a number of shares of Common Stock equal to up to one hundred percent (100%) of the Purchase Price divided by 1.0 at an exercise price per share equal to $0.60 and a term expiring on the Warrant Price earlier of nine (as defined in 9) months following registration of the Warrants)underlying shares or five (5) years following the initial Closing. 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 from the Company, senior secured convertible promissory notes in the aggregate principal amount of up to Ten Two Million Five Hundred Thousand Dollars ($10,000,000)2,500,000.00) bearing interest at the rate of six percent (6%) per annum, convertible into shares of the Company's ’s common stock, par value $0.001 .0001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (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, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "“Series A Warrants"”), to purchase a the number of shares of Common Stock equal to one hundred fifty percent (10050%) of the number of Conversion Shares (as defined in Section 1.3 hereof) shares of Common Stock issuable upon conversion of such Purchaser's the Notes purchased pursuant to this Agreement as the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto, 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 equal to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of the Notes purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants)respective Warrant) and shall be exercisable as stated therein.

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 from the Company, (i) 10% senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000)5,750,000, convertible into shares of the Company's ’s common stock, par value $0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (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. All share numbers and per share, exercise and conversion prices set forth in this Agreement and the Transaction Documents assume the effectuation, prior to the date hereof, of the reverse split of the Company as disclosed in the Company’s Information Statement filed with the Commission on February 28, 2007; to the extent such reverse split was not effected prior to the date hereof, appropriate and proportional adjustment shall be made to all share numbers and per share, exercise and conversion prices set forth herein and in the other Transaction Documents. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C (the "“Long Term Warrants"”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have ’s Note at an exercise price per share equal to the Warrant Price (as defined in the Long Term Warrants) for a term of five (5) years following the Closing Date and (ii) Warrants, in substantially the form attached hereto as Exhibit D (the “Short Term Warrants” and, together with the Long Term Warrants, the “Warrants”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s Note at an exercise price per share equal to the Warrant Price (as defined in the Short Term Warrants) for a term that expires on the later of (a) one (1) year following the Closing Date and (b) the date that is the 90th continuous day of effectiveness of the Registration Statement permitting the resale of all of the Warrant Shares pursuant to the Registration Statement. 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 or Parent, as the case may be, shall issue and sell to the Purchasers, and the Purchasers shall each Purchaser shall, severally but not jointly, purchase from the CompanyCompany or Parent, senior secured convertible promissory notes as the case may be, on the Closing Date (i) a Note in substantially the aggregate principal amount of up form attached hereto as Exhibit B, and (ii) warrants to Ten Million Dollars ($10,000,000), convertible into purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B C (the "Notes"“Closing Date Warrants”), in each case as set forth opposite each such Purchaser’s name on Exhibit A hereto, for an aggregate purchase price to the Company from all Purchasers of $200,000 (the “Purchase Price”). In addition, the Company may request that the Purchasers purchase additional Notes in an amount up to $200,000 (the “Additional Notes”), which shall be purchased only in increments of $100,000, in substantially the form attached hereto as Exhibit B; provided that Purchasers shall be under no obligation to purchase such Notes. If Purchasers agree to purchase such Additional Notes, the Company will authorize the issuance to Purchasers of up to an amount as determined by the Company in its sole discretion of the Additional Notes. The Company Company, Parent 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, the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit C (the "Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants).

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, senior (i) series B subordinated secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000)3,622,142.86, convertible into shares of the Company's common stock, par value $0.001 0.00001 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 (the "Series B Notes"), and (ii) original issue discount series B subordinated secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of the aggregate principal amount of Series B Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", and together with the Series B 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, the Purchasers each Purchaser shall be issued (i) Series Z Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "Series Z Warrants") and (ii) Series Y Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series Y Warrants" and, together with the Series Z Warrants, the "Warrants"), . The Series Z Warrants shall entitle each Purchaser to purchase a number of shares of Common Stock equal to one hundred thirty-seven and one-half percent (10037.5%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant Series B Note on the date of issuance of such Series B Note. The Series Y Warrants shall entitle each Purchaser to this Agreement purchase a number of shares of Common Stock equal to two and one-half percent (2.5%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series B Note on the date of issuance of such Series B Note. The Series Z Warrants shall have an exercise price per share equal to $0.45 and the Series Y Warrants shall have an exercise price per share equal to $0.65. Each of the Warrants shall have a term of four (4) years following the effective date of the Registration Statement (as defined in Section 1.2 hereof) providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof). 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. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants).

Purchase and Sale of Notes and Warrants. (a) Upon The Borrower hereby agrees to sell to you and, subject to the following terms and conditionsconditions herein set forth, the Company shall issue and sell you agree to the Purchasers, and the Purchasers shall purchase from the CompanyBorrower, senior secured convertible promissory notes Notes in the initial aggregate principal amount of $12,000,000, at a purchase price of 100% of the principal amount thereof less transaction costs paid or incurred by the Investor in connection with the Transaction. Commencement of the closing of the purchase and delivery of the Notes and Warrants to be purchased by you hereunder shall take place at the offices of Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP at 10:00, Los Angeles time on a date which is within 15 calendar days of the satisfaction of the last to occur of the conditions set forth in Section 6 of this Agreement, except for the conditions set forth in Sections 6.4 and 6.11 (or such other time and place as the parties shall agree) (herein called the "Commencement Date") provided that, unless the parties shall otherwise agree, the Commencement Date shall occur on or prior to the later of (i) January 31, 2002, and (ii) four (4) days after the stockholders of Borrower approve the Transactions, as contemplated in Sections 6.8 and 9.8 of this Agreement. The Closing Date shall be the date which, in accordance with the terms of that certain Escrow Agreement (the "Escrow Agreement"), which is incorporated by reference herein in its entirety, dated of even date herewith, among the Borrower, the Investor and the Escrow Agent (the "Escrow Agent"), (i) the Borrower will deliver to you a Note or Notes registered in your name or in the name of your nominee, each such Note to be duly executed and dated the Closing Date, in the aggregate principal amount to be purchased by you as specified above, in such denominations (not less than $500,000 and multiples of up $100,000 in excess thereof) as you may specify by timely notice to Ten Million Dollars the Borrower ($10,000,000or, in the absence of such notice, one Note registered in your name in a principal amount equal to the aggregate principal amount of Notes to be purchased by you hereunder), convertible into shares against your delivery to the Borrower of immediately available funds in the amount of the Company's common stockaggregate purchase price of such Note or Notes, par value $0.001 per share and (ii) the "Common Stock")Borrower will deliver to you Warrants issued in your name or in the name of your nominee, in substantially such denominations (of not less than 10,000 shares) as you may specify by timely notice (or in the form attached hereto as Exhibit B (absence of such notice to the "Notes"). The Company and the Purchasers are executing and delivering this Agreement Borrower, one Warrant issued 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, the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit C (the "Warrants"), your name exercisable to purchase a the aggregate number of shares of Common Warrant Stock equal for which all Warrants to one hundred percent (100%) be purchased by you hereunder shall be exercisable on 30 days notice), against your delivery to the Borrower of immediately available funds in the amount of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion aggregate purchase price of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the "Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the WarrantsDate").

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, senior (i) series B subordinated secured convertible promissory notes in the aggregate principal amount of up to Ten Two Million Dollars ($10,000,0002,000,000), convertible into shares of the Company's common stock, par value $0.001 .01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 (the "Series B Notes"), and (ii) original issue discount series B subordinated secured convertible promissory notes in the aggregate principal amount equal to forty percent (40%) 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 B 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, the Purchasers each Purchaser shall be issued (i) Series E-7 Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "Series E-7 Warrants"), to purchase a number of shares of Common Stock equal to one hundred seventy-five percent (10075%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant Series B Note on the date of issuance of such Note at an exercise price per share equal to this Agreement $0.02 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date and (ii) Series F-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series F-4 Warrants" and, together with the E-7 Warrants, the "Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series B Note on the date of issuance of such Note at an exercise price per share equal to $0.03 on the Closing Date and a term of four (4) years following the effective date of the Registration Statement (as defined in Section 1.2 hereof). 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. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrants).

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 from the Company, (i) zero coupon senior secured convertible promissory notes in the aggregate principal amount of up to Ten Million Dollars ($10,000,000)2,428,160, convertible into shares of the Company's ’s common stock, no par value $0.001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (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, the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C C-1 (the "“Series A Warrants"”), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant ’s Note calculated on the closing date at an exercise price per share equal to this Agreement as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire $.55 for a term of five (5) years following the Closing Date and shall have (ii) Warrants, in substantially the form attached hereto as Exhibit C-2 (the “Series B Warrants” and together with the Series A Warrants, the “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 Note calculated on the closing date at an initial exercise price per share equal to $.75 for a term of five (5) years following the Warrant Price (as defined in Closing Date. The number of shares of Common Stock issuable upon exercise of the Warrants)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, senior 10% secured convertible promissory notes in the aggregate principal amount of up to Ten Four Million One Hundred Thousand Dollars ($10,000,0004,400,000) (the “Purchase Price”), convertible into shares of the Company's common stock, par value $0.001 .001 per share (the "“Common Stock"”), in substantially the form attached hereto as Exhibit B (the "Notes"). Of such Purchase Price, the Company and the Purchasers agree that up to (i) One Million Six Hundred Twenty Five Thousand Dollars ($1,625,000) shall be paid by the exchange at the Closing of Eight Million One Hundred Twenty Five Thousand shares of the Common Stock (“May Offering Shares”) of the Company owned by the Purchasers designated on Exhibit A pursuant to the exchange and release agreement in substantially the form attached hereto as Exhibit J-1 (the “Exchange and Release Agreement”), (ii) Three Hundred Thousand Dollars ($300,000) shall be paid by the exchange at the Closing of a Promissory Note, dated August 16, 2006, of DataLogic Consulting, Inc., as heretofore amended, owned by the Purchaser designated on Exhibit A pursuant to the exchange and release agreement in substantially the form attached hereto as Exhibit J-2 (the “ DCI Note Exchange and Release Agreement”), and (ii) Eight Hundred Fifty Thousand ($850,000) shall be paid in cash at the Closing by the Purchasers designated on Exhibit A. Upon exchange of the May Offering Shares and additional investment of 50% of the May 2006 offering investors amount by such investors, an additional One Million Six Hundred Twenty Five Thousand Dollars ($1,625,000) in principal amount of Notes shall be issued to the May 2006 investors. 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, the Purchasers each Purchaser shall be issued Warrantsa Warrant, in substantially the form attached hereto as Exhibit C (the "" Warrants"), to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant ’s Note on the date of issuance of such Note at an exercise price per share equal to this Agreement $0.04 and for a term ending on the day of the month that is the third anniversary 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) under the terms of the Registration Rights Agreement. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal and number of Warrant Shares is subject to adjustment as set forth in the Warrant Price Warrants with respect to certain events including stock splits, stock combinations and similar transactions, and certain adjustments, if applicable, upon the occurrence of a New Transaction (as defined in the WarrantsSection 3.19).