Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate The purchase price of for the Property is One Million Dollars ($1,000,0001,000,000.00) (the "“Purchase Price"”). The Notes and Warrants Purchase Price shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than paid by Purchaser as follows: 3.1 Within five (5) business days after the date that Effective Date, Purchaser shall deposit the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale sum of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Ten Thousand Dollars ($350,000). The final Closing under this Agreement 10,000.00) (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran“▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ Money Deposit”) with Park City Title Company (the “Escrow Agent”). 3.2 Upon payment of the ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ Money Deposit, Seller shall grant to Buyer all necessary access to the Property to conduct necessary due diligence (“Due Diligence Period”) prior to purchase. The Due Diligence Period shall expire ninety (90) days from the Effective date. In the event any soil sampling or other testing needs to occur beyond the initial Due Diligence Period, Seller agrees that the Due Diligence period may be extended at the request of the Purchaser, for an additional sixty (60) days to allow for testing in a snow-free environment. If prior to the close of the Due Diligence Period, the Purchaser determines in its sole and absolute discretion that circumstances exist which render the Property unsuitable for the Purchaser’s intended use, the Purchaser may terminate this Agreement by giving written notice to Sellers and Escrow Agent in which event this Agreement shall be canceled and the ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ Money shall be returned to the Purchaser. If the Purchaser fails to give such notice prior to the expiration of the Due Diligence Period, then the Purchaser will be deemed to have determined that the Property is suitable for Purchaser’s intended use. 3.3 Upon Closing [defined below], the ▇▇▇e; provided▇▇▇▇ Money Deposit shall be applied against the Purchase Price, that all and the balance of the conditions set forth Purchase Price shall be paid to Seller in Article IV hereof and applicable to each immediately available funds. 3.4 The closing (the “Closing”) shall occur sixty (60) days after the close of the Due Diligence Period (the “Closing Date”). The Closing shall be held at the offices of the Escrow Agent or such other location as the parties shall mutually designate. Seller and Purchaser shall have been fulfilled the right to extend the Closing Date by written agreement. In the event that Closing does not occur by the initial Closing Date or waived any extension agreed to in accordance herewith. Subject writing by Seller and Purchaser, this Agreement shall terminate, in which case the ▇▇▇▇▇▇▇ Money Deposit shall be released to Seller, and the terms and conditions parties shall be relieved of further liability hereunder with the exception of Purchaser’s obligations to Seller that survive any termination of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant Agreement as described in Paragraph 8.1 and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company8.2 below.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, Purchasers agree to purchase the Notes and Warrants for an aggregate purchase price of One Million Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($1,000,000832,500) (the "Purchase Price"). The Notes and Warrants , which shall be sold and funded payable as soon as practicable but in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no event later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Final Closing Effectiveness Date"), subject to the satisfaction (or waiver) and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the applicable conditions set forth in Article IV hereof with respect to the purchase and sale of the Notes and Warrants to be acquired by Warrants. The closing of the Purchasers from the Company under execution and delivery of this Agreement shall take place at occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Kramer Levin Naftalis Jenkens & Fran▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ LLP, The Chrysler Building, ▇▇▇ ▇▇▇ricas▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.(the "Closing"), ▇▇▇ ▇▇▇▇ ▇▇▇e; providedat 10:00 a.m., that all New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewith. Subject to herewith or (ii) at such other time and place or on such date as the terms Purchaser and conditions of this Agreement, at each Closing, the Company may agree upon (the "Closing Date"). Funding shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price take place by wire transfer of immediately available funds to an account designated by the CompanyCompany no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.

Purchase Price and Closing. Subject The purchase price for the Called Interest (the “Called Purchase Price”) shall be payable in cash by wire transfer within nine (9) months after the Call Notice Date (the “Call Closing”). At the Call Closing, the Member-Seller shall transfer the Called Interest to the terms Company free and conditions hereofclear of all liens and encumbrances and shall execute and deliver an assignment of all such Member-Seller’s right, title and interest in and to such Called Interest to the Company agrees to issue and sell to in the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions form attached hereto as Exhibit D. For purposes of this Agreement, “Fair Market Value” means the Purchasersfair market value of the applicable Called Interest with no lack of control, severally but not jointlyminority interest or other discount, agree to purchase determined (i) as agreed upon by the Notes Managing Member and Warrants for an aggregate purchase price of One Million Dollars the Member-Seller within fifteen ($1,000,00015) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers Member-Seller receives written notice from the Company of its exercise of its rights under this Agreement shall take place at Section 6.7, (ii) failing such agreement in subsection (i), as agreed upon between the offices of Kramer Levin Naftalis & FranManaging Member and ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, with the within fifteen (15) days after the fifteen (15) day period above for so long as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all of the conditions set forth in Article IV hereof is not such Member-Seller and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated employed by the Company, a Subsidiary, the Ranger IPO Entities or one of their subsidiaries or, (iii) failing such agreement in subsection (i) and a determination by the Managing Member as provided in subsection (ii), as determined by an independent appraiser with at least 10 years’ experience valuing energy companies (the “Appraiser”) engaged at the direction of the Managing Member. The determination of the Fair Market Value of the Called Interest in accordance with this Section 6.7(e) shall be final, conclusive and binding on the Company and the Member-Sellers. The Appraiser shall determine the Fair Market Value of a Called Interest based upon the amount the Member-Seller would receive under a hypothetical sale of all the assets of the Company at fair market value followed by a liquidating distribution of such proceeds to the Members pursuant to Section 10.2 (without including tax distributions to any Member under Section 5.4 in such calculation). The Company and the Member-Seller shall each pay for one half (1/2) of the cost of the Appraiser.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Subscriber and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Subscriber agrees to purchase (i) at the Notes and Warrants Initial Closing, 1,500,000 shares of Common Stock at a price of $5.00 per share for an aggregate purchase price of One Million Dollars ($1,000,000) 7,500,000 (the "“Initial Purchase Price"). The Notes ”) and Warrants shall be sold (ii) at the Additional Closing, 1,300,000 shares of Common Stock at a price of $5.00 per share for an aggregate purchase price of $6,500,000 (the “Additional Purchase Price” and funded in three separate closings (eachtogether with the Initial Purchase Price, a "Closing"the “Purchase Price”). The initial Closing under this Agreement closing (the "“Initial Closing"”) shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes shares of Common Stock and the Warrants to be acquired by the Purchasers Subscriber from the Company under this Agreement shall take place at is contingent upon the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all substantially concurrent consummation of the Transactions, as provided by the Business Combination Agreement. Upon written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all (i) conditions to the consummation of the Transactions to be satisfied and (ii) conditions set forth in Article IV hereof and applicable to each the Initial Closing shall have been fulfilled or waived in accordance herewith. Subject , on a date that is not less than ten (10) days from the date of the Closing Notice, Subscriber shall deliver to the terms and conditions of this AgreementCompany, at each least two (2) business days prior to the scheduled closing date specified in the Closing Notice, to be held in escrow until the date of the Initial Closing (the “Initial Closing Date”), the Initial Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing to Subscriber of the Securities in book-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other than those arising under this Agreement or applicable securities laws). At the Initial Closing, the Company shall deliver or cause to be delivered the Subscriber written notice from the Company’s transfer agent evidencing the issuance to each Purchaser Subscriber of the Securities on and as of the Closing Date. After the Initial Closing, the Company and the Subscriber shall conduct an additional closing (xthe “Additional Closing” and, together with the Initial Closing, a “Closing” and the date of the Additional Closing, the “Additional Closing Date”) its Note for as soon as reasonable practicable following, and in any event within 3 Business Days of, the principal amount set forth opposite earlier of (i) the name date on which the Registration Statement registering all of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as the Registrable Securities is set forth opposite declared effective by the name of such Purchaser on Exhibit A attached hereto Commission and (zii) any other deliveries as required by Article IVthe three month anniversary of the Initial Closing Date. At each the Additional Closing, each Purchaser the Company shall deliver its Purchase Price by wire transfer to an account designated by the Subscriber written notice from the Company’s transfer agent evidencing the issuance to Subscriber of the Securities on and as of the Closing Date. Subject to all conditions to Closing having been satisfied or waived, each Closing shall take place at such time and place as the parties shall agree (a “Closing Date”).

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, Purchasers agree to purchase the Notes and Warrants for an aggregate purchase price of One Two Million Eighty-Seven Thousand Five Hundred Dollars ($1,000,0002,087,500.00) (the "Purchase PricePURCHASE PRICE"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale closing of the Conversion Shares (as defined below) execution and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount delivery of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices occur upon delivery by facsimile of Kramer Levin Naftalis executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to Jenkens & Fran▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ LLP, The Chrysler Building, ▇▇▇ ▇▇▇ricas▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ . The Notes and Warrants shall be sold and funded in two separate closings (each, a "CLOSING"). The initial closing under this Agreement (the "INITIAL CLOSING") shall take place no later than January 31, 2002 (the "INITIAL CLOSING DATE") and shall be funded in the amount of $1,500,000.00. The second closing under this Agreement (the "SECOND CLOSING") shall take place no later than February 25, 2002 or on such later date as the parties may mutually agree (the "SECOND CLOSING DATE") and shall be funded in the amount of $587,500.00. Funding with respect to each Closing shall take place by wire transfer of immediately available funds and/or by cancellation of outstanding indebtedness of the Company to the Purchaser in the amounts shown on EXHIBIT A, on or prior to the applicable Closing Date (as defined below), so long as the conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing under this Agreement shall take place at the offices of Jenkens & ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇e; provided, that all ▇▇▇ ▇▇▇▇▇▇ LLP at 1:00 p.m. (eastern time) upon the satisfaction of each of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement(each, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company"CLOSING DATE").

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants Securities (as defined below) for an aggregate purchase price of One Million Dollars ($1,000,000) 10,000,000 (the "“Purchase Price"”). At each Closing (as defined below) under this Agreement, each Purchaser shall deliver the applicable portion of the Purchase Price by wire transfer of immediately available funds to the Company. (a) The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial first Closing under this Agreement (the "Initial “First Closing"”) shall take place on or about February 13before July 6, 2006 2009 (the "Initial “First Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000”). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all of the conditions set forth in Article IV hereof and applicable to each the First Closing shall have been fulfilled or waived in accordance herewith. The Closing shall take place at the offices of Tang Capital Partners LP (the “Lead Purchaser”), 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 1:00 p.m. Pacific Standard Time, or at such other time and place as the parties may agree. Subject to the terms and conditions of this Agreement, at each Closing, the First Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) its Note Securities for the principal amount applicable amounts set forth opposite the name of such Purchaser on Exhibit A hereto. (b) At an additional closing (the “Additional Closing”, (y) and along with the First Closing, each a Series A Warrant “Closing”), which shall occur on August 6, 2009 or at such other time at which the Company and Series B Warrant to purchase such number of the Purchasers shall mutually agree, the Purchasers shall purchase, and the Company shall issue, additional Notes and shares of Common Stock as is in the amount set forth opposite such Purchaser’s name on Exhibit A; provided, however, that if the name Additional Closing does not occur prior to the Expiration Date, such Additional Closing shall be automatically terminated and neither the Purchasers nor the Company shall have the right to such Additional Closing. The issuance of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each additional Securities at the Additional Closing, each Purchaser shall deliver its Purchase Price by wire transfer be made on the terms and conditions set forth in this Agreement, and the representations and warranties of the Company set forth in Article 2 and the representations and warranties of the Purchasers in Article 3 hereof shall speak as of the date of such Additional Closing. Any Notes, shares of Common Stock and Warrants issued pursuant to this Section 1.3 shall be deemed to be “Notes,” “Common Stock,” and “Warrants” for all purposes under this Agreement. For purposes of this Agreement, “Expiration Date” shall mean the date the Company consummates a public offering and issues registered Notes and registered shares of Common Stock pursuant to the S-1 registration statement (File No. 333-153278) in an account designated by the Companyaggregate amount of at least $7,000,000.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Two Million Five Hundred Thousand Dollars ($1,000,0002,500,000.00) (the "“Purchase Price"”). The Notes and Warrants shall be sold and funded in three two separate closings (each, a "“Closing"”). The initial Closing closing under this Agreement (the "“Initial Closing"”) shall take place on or about February 13no later than July 21, 2006 2004 (the "“Initial Closing Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Two Million Dollars ($350,0002,000,000.00). The second Closing closing under this Agreement (the "“Second Closing"”) shall take place no later than five (5) business days after the date that the Company files the registration statement August 9, 2004 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "“Second Closing Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Five Hundred Thousand Dollars ($300,000500,000.00). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Fran▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ LLP, The Chrysler Building, ▇▇▇ ▇▇▇ricas▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.or at such other place as the Purchasers and the Company may agree upon (each, ▇▇▇ ▇▇▇▇ ▇▇▇ea “Closing Date”); provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each the applicable Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IVhereto. At each the applicable Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject (a) In consideration of the sale, assignment, conveyance, transfer and delivery to Buyer of the right, title and interest as of the Closing of Seller in the Acquired Assets, at the Closing Buyer shall pay to Seller an amount equal to the terms Purchase Price. (b) The aggregate amount to be paid by Buyer for the Acquired Assets (and conditions hereofassumption of Assumed Liabilities) shall be an amount equal to the sum of (i) One Hundred Fifteen Million Dollars ($115,000,000.00) (the “Base Purchase Price”), plus (ii) the aggregate price of the Option Capital Spares identified in the Option Capital Spares Notice delivered by Buyer in accordance with Section 2.02(c), if any (collectively, the Company agrees “Purchase Price”). (c) Buyer shall have the option to issue and sell to acquire any or all of the Purchasers andcapital spare parts set forth on Section 2.02(c) of the Seller Disclosure Schedule (the “Option Capital Spares”), in consideration each case for the price set forth therein. Buyer may exercise its option to acquire any or all of and in express reliance upon the representations, warranties, covenants, terms and conditions Option Capital Spares by delivering notice of its election to do so (the “Option Capital Spares Notice”) to Seller not less than thirty (30) days following the date of this Agreement, which Option Capital Spares Notice shall specify (i) the Purchasers, severally but not jointly, agree Option Capital Spares that Buyer is electing to purchase and (ii) the Notes and Warrants for an aggregate purchase price therefore. At the Closing, Buyer shall pay the Purchase Price to Seller by wire transfer of One Million Dollars ($1,000,000) (immediately available funds to the "Purchase Price"). The Notes and Warrants account or accounts specified by Seller, which account or accounts shall be sold and funded specified in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later writing to Buyer not less than five (5) business days after Business Days prior to the date that the Company files the registration statement Closing. (the "Registration Statement"d) with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes Acquired Assets and Warrants to be acquired by the Purchasers from assumption of the Company under this Agreement Assumed Liabilities (the “Closing”) shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.at 10:00 a.m., ▇▇▇ ▇▇▇▇ ▇▇▇e; providedEastern Prevailing Time, that all on (i) the later of (x) the second Business Day following the satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article IV hereof and applicable 6 (other than those conditions that by their nature are to each be satisfied at the Closing shall have been fulfilled or waived in accordance herewith. Subject but subject to the terms and conditions of this Agreement, at each Closing, satisfaction or (to the Company shall deliver or cause to be delivered to each Purchaser (xextent permitted by applicable Law) its Note for the principal amount set forth opposite the name waiver of such Purchaser on Exhibit A heretoconditions at the Closing), and (y) a Series A Warrant if Buyer has received Updating Information and Series B Warrant has elected not to purchase such number of shares of Common Stock as is set forth opposite terminate this Agreement pursuant to Section 5.14, on the name fifth Business Day following the receipt of such Purchaser on Exhibit A attached hereto Updating Information, or (ii) at such other time, date and (z) any other deliveries place as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated may be mutually agreed upon in writing by the CompanyParties (the date on which the Closing actually occurs pursuant to this clause (d) being referred to as the “Closing Date”). The Closing shall be effective for all purposes at 00:00:01 (Eastern Prevailing Time) on the Closing Date (the “Effective Time”).

Purchase Price and Closing. (a) Subject to the terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers each Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser, severally but not jointly, agree agrees to purchase the Notes Preferred Shares, Common Shares, and Warrants set forth opposite such Purchaser’s name on Exhibit A for an aggregate purchase price the amount to be paid by such Purchaser for the Preferred Shares, Common Shares, and Warrants as specified on Exhibit A (as to each Purchaser, the “Subscription Amount”). At the Closing (as defined below) under this Agreement, each Purchaser shall deliver (i) 67.5% of One Million Dollars the Subscription Amount by wire transfer of immediately available funds to the Company; ($1,000,000ii) 7.5% of the Subscription Amount by wire transfer of immediately available funds to ▇▇▇▇▇ and Company, LLC as representative of the Placement Agents; and (iii) 25% of the Subscription Amount (the "“Escrow Amount”) to ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”) pursuant to the terms of that certain Escrow Agreement between the Company, the Purchasers, and the Escrow Agent (the “Escrow Agreement”) in the form annexed hereto as Exhibit D. The Purchase Price"). The Notes and Warrants Price shall be sold allocated to the Preferred Shares, the Common Shares, and funded in three separate closings the Warrants based on their relative fair-market values, as determined by the Purchasers (each, a "Closing"). b) The initial Closing under this Agreement (the "Initial “Closing"”) shall take place on or about February 13before November 19, 2006 2010 (the "Initial “Closing Date") and shall be funded ”), provided, that all of the conditions set forth in the amount of Three Hundred Fifty Thousand Dollars ($350,000)Article 4 hereof have been fulfilled or waived in accordance herewith. The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & FranKleinberg, Kaplan, ▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.at 10:00 a.m. Eastern Standard Time, ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all of or at such other time and place as the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewithparties may agree. Subject to the terms and conditions of this Agreement, at each Closing, the Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) its Note the Preferred Shares, Common Shares, and Warrants for the principal amount applicable amounts set forth opposite the name of such Purchaser on Exhibit A hereto. Also at the Closing, (y) a Series A Warrant the Company shall issue and Series B Warrant to purchase such number of shares of deliver the Preferred Shares, Common Stock as is Shares, and Warrants in the applicable percentages set forth opposite the name names of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Companyhereto.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One up to Eight Million Dollars ($1,000,0008,000,000) (the "“Purchase Price"”). The Notes and Warrants shall be sold and funded in three two separate closings (each, a "“Closing"”). The initial Closing closing under this Agreement (the "“Initial Closing"”) shall take place on or about February 13before October 7, 2006 2005 (the "“Initial Closing Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars (up to $350,000)6,000,000.00. The second Closing closing under this Agreement (the "“Second Closing"”) shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement"“Second Closing Date”, and together with the Initial Closing Date, each a “Closing Date”) with after the Securities and Exchange Commission (the "“Commission"”) providing for declares the resale of the Conversion Shares Registration Statement (as defined belowin the Registration Rights Agreement) and the Warrant Shares (as defined below) effective (the "Second Closing “Effectiveness Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars (up to $350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date"2,000,000.00. Each Closing closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇ ▇▇▇ ▇▇▇ricas▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.at 10:00 a.m., ▇▇▇ ▇▇▇▇ ▇▇▇eNew York time; provided, that all of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) a Series A Warrant and Series B Warrant the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IVhereto. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One up to Five Million Dollars ($1,000,0005,000,000) (the "“Purchase Price"”). The Notes and Warrants shall be sold and funded in three two separate closings (each, a "“Closing"”). The initial Closing closing under this Agreement (the "“Initial Closing"”) shall take place on or about February 13before November 15, 2006 2004 (the "“Initial Closing Date"”) and shall be funded in the amount of Three Million Three Hundred Fifty Thousand Dollars ($350,0003,300,000). The second Closing closing under this Agreement (the "“Second Closing"”) shall take place no later than five (5) business days after the date that the Company files the registration statement December 30, 2004 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "“Second Closing Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three One Million Seven Hundred Thousand Dollars ($300,0001,700,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Fran▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ LLP, The Chrysler Building, ▇▇▇ ▇▇▇ricas▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.or at such other place as the Purchasers and the Company may agree upon (each, ▇▇▇ ▇▇▇▇ ▇▇▇ea “Closing Date”); provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each the applicable Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IVhereto. At each the applicable Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of One Million Dollars up to six million ($1,000,0006,000,000) dollars (the "“Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"”). The initial Closing under this Agreement (the "“Initial Closing"”) shall take place on or about February 13November 29, 2006 2007 (the "“Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000”). The second Closing subsequent closings under this Agreement (the "Second Closing") referred to in Exhibit A shall take place no later than five (5) business days after upon the date that mutual agreement of the Company files Issuers and the registration statement Purchasers participating in such Subsequent Closing, on or about March 3, 2008 (the "Registration Statement"“Second Closing”) with the Securities and Exchange Commission June 1, 2008 (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below“Final Closing”) (the "Second Closing Date") and shall be funded in the amount each of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and Final Closing, a “Subsequent Closing” and the Final date of any such Subsequent Closing, a “Subsequent Closing Date Date”). Each of the Initial Closing and each Subsequent Closing are sometimes referred to in this Agreement as a “Closings” and the "date of any such closing, the “Closing Date"”. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Sadis & Fran▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.at 10:00 a.m., ▇▇▇ ▇▇▇▇ ▇▇▇eNew York time; provided, that all of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A heretohereto applicable for such Closing, (y) a Series A Warrant and Series B Warrant its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto applicable for such Closing and (z) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At each Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated the Company. In addition, the parties acknowledge that up to Thirty Five Thousand ($35,000) dollars of the Purchase Price funded on the Initial Closing Date and up to Seven Thousand Five Hundred ($7,500) dollars of the Purchase Price funded on each Subsequent Closing Date (assuming such counsel is not required to make any material changes to the Transaction Documents in connection with such Subsequent Closings) shall be deducted by the Purchase Price from the total amount otherwise payable to the Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Two Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Five Hundred Thousand Dollars ($300,0002,500,000) (the “Purchase Price”). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ & ▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the “Closing”) at 10:00 a.m., Milwaukee time (i) on or before January 15, 2008; provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Notes and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), including without limitation, all pricing terms (provided that, the Company may sell Notes and Warrants with conversion and exercise prices, respectively, higher than $.035), which closing shall occur no later than March 28, 2008, for an aggregate purchase price of up to $5,000,000 (the “Additional Note and Warrant Financing”); provided that each Purchaser shall have a right to exchange the Notes and Warrants acquired by it hereunder for Notes and Warrants issued in the Additional Note and Warrant Financing, if any Purchaser, in its sole discretion, determines that the Additional Note and Warrant Financing provides terms more favorable to purchasers thereof than the Transaction Documents provide to the Purchasers hereof. The terms “Notes” and “Warrants” shall also be deemed to include the Additional Notes and Additional Warrants. Subject to the terms and conditions of this Agreement, at each Closing, the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IV. IV hereof. (b) At each the Closing, each Purchaser shall deliver its Purchase Price as set forth on Exhibit A hereof by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in 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, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes closing of the execution and Warrants delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be sold and funded in three delivered pursuant to this Agreement to QED Law Group, P.L.L.C., 3200 N.W. 68th Street, Seattle, Washington 98117. The Preferre▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ one or more separate closings (each, a "Closing"). The initial Closing closing under this Agreement (the "Initial Closing") shall take place on or about February 13no later than October 7, 2006 2002 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) October 22, 2002 (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after by wire transfer of immediately available funds on or prior to the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial applicable Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement so long as the "Closing Date"conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇QED Law Group, ▇▇▇▇ ▇▇▇▇▇▇ P.L.L.C. at 1:00 p.m. (eastern time) (10:00 a.m. pacific time) upon the satisfaction of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all each of the conditions set forth in Article IV hereof and applicable to each (each, a "Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyDate").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes closing of the execution and Warrants delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be sold and funded in three separate delivered pursuant to this Agreement to Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Ave▇▇▇, ▇▇▇ Y▇▇▇, ▇▇▇ ▇▇▇▇ 10174. The Preferred Shares ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇eparate closings (each, a "Closing"). The initial Closing closing under this Agreement (the "Initial Closing") shall take place on or about February 13no later than September 30, 2006 2002 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)__________. The second Closing closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration StatementSecond Closing Date") with after the Securities and Exchange Commission (the "Commission") providing for declares the resale of the Conversion Shares Registration Statement (as defined belowin the Registration Rights Agreement) and the Warrant Shares (as defined below) effective (the "Second Closing Effectiveness Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)____________. The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after by wire transfer of immediately available funds on or prior to the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial applicable Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement so long as the "Closing Date"conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & FranGilchrist Parker Chapin LLP at 1:00 p.m. (eastern time) upon the sati▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇o▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all of the conditions set forth in Article IV hereof and applicable to each (each, a "Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyDate").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Initial Preferred Shares and Warrants for an aggregate shall have the right to purchase price the number of One Million Dollars ($1,000,000) (Additional Preferred Shares set forth opposite their respective names on the "Purchase Price")Schedule of Purchasers. The Notes closing of the purchase and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement sale of the Initial Preferred Shares (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇▇▇▇ ▇▇▇▇▇▇ Flattau & Klimpl, LLP, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇ ▇▇▇ ▇▇▇ricas▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 5:00 p.m. E.S.T. on July 31, 1998 or such other time and place or on such date as the Purchasers and the Company may agree upon (the "Initial Closing Date"). The closing of the purchase and sale of the Additional Preferred Shares (the "Additional Closing") which may be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of ▇▇▇▇▇▇ ▇▇:▇▇▇▇ Flattau & Klimpl, LLP, ▇▇▇▇ ▇.▇.▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇e; provided▇▇, that all at 5:00 p.m. E.S.T. on the later of (a) the date which is three months after the Initial Closing Date and (b) the date which is 15 days after the date on which the Registration Statement is declared effective by the SEC, or such other time and place or on such date as the Purchasers and the Company may agree upon (the "Additional Closing Date"). The Initial Closing Date and the Additional Closing Date collectively are referred to in this Agreement as the "Closing Dates" and the Initial Closing and the Additional Closing collectively are referred to in this Agreement as the "Closings." On each of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each ClosingDates, the Company shall deliver to each Purchaser certificates for the number and series of Initial Preferred Shares or cause Additional Preferred Shares, as the case may be, to be purchased by such Purchaser at such Closing, registered in such Purchaser's name (or its nominee) against receipt by the Company of a wire transfer of funds to the account as shall be designated in writing by the Company, representing the cash consideration set forth opposite each such Purchaser's name on the Schedule of Purchasers. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to each Purchaser (x) its Note for this Agreement at or prior to the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each respective Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue ---------------------------- and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, Purchasers agree to purchase the Notes Debentures and Warrants for an aggregate purchase price of One up to Four Million Dollars ($1,000,0004,000,000.00) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes Debentures and --------------- Warrants (each a "Closing") to be acquired by the Purchasers from the Company ------- under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Fran▇▇▇ Gilchrist Parker Chapin ▇▇▇, ▇▇e ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricasding, ▇▇▇ 405 Lexington Avenue, New ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇") ▇▇ ▇▇:▇▇ ▇.▇.a.m., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all New York time on (i) the date on which ------- the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewith. Subject to herewith or (ii) at such other time and place or on such date as the terms Purchasers and conditions of this Agreement, at each Closing, the Company may agree upon (each a "Closing Date"). The Closing Date of the ------------ first tranche of Debentures and Warrants (the "Initial Closing") shall deliver occur on --------------- or cause before April 19,2002 or such other date as the Company and the Purchasers shall mutually agree (the "Initial Closing Date"). The Closing Date of the final -------------------- tranche of Debentures and Warrants to be delivered to each Purchaser purchased hereunder shall occur on or before April 30, 2002 or such other date as the Company and the Purchasers may mutually agree (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV"Final Closing Date"). At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.--------------------

Purchase Price and Closing. Subject Upon satisfaction of the Conditions Precedent to Closing (as defined in Paragraph 5), Seller shall sell, and Purchaser agrees to purchase the Property in accordance with the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate . The purchase price of One for the Property is Three Million Five Hundred Fifty Two Thousand and No/100 Dollars ($1,000,0003,552,000.00) (the "“Purchase Price"”). The Notes and Warrants Purchase Price shall be sold and funded in three separate closings paid by Purchaser as follows: 3(a) Within one (each1) day after the Effective Date, a "Closing"). The initial Closing under this Agreement (Purchaser shall deposit the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount sum of Three Hundred Fifty Thousand and No/100 Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below50,000.00) (the "Second Closing Date"“Deposit”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇, ▇▇▇▇ with ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:, Suite 400, Charleston, SC 29401 (the “Escrow Agent”). 3(b) In order to preserve, maintain and continue its rights under this Agreement, Purchaser shall pay and deliver to Escrow Agent within one (1) day after the end of the Feasibility Period the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) as an additional deposit (the “Additional Deposit”). The term “Deposit” as used in this Agreement shall be deemed to include the Additional Deposit if the same is deposited with Escrow Agent pursuant to this Paragraph 3(b). 3(c) The Escrow Agent shall deposit the Deposit in an interest bearing account held at ▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; providedFargo Bank, that N.A. and Purchaser shall be entitled to all of interest accumulating on the conditions set forth in Article IV hereof and applicable Deposit, unless Seller is entitled to each Closing shall have been fulfilled or waived in accordance herewith. Subject retain the Deposit pursuant to the terms and conditions of Paragraph 7 below or any other provision of this Agreement, at each Closing. 3(d) Upon Closing (as defined below), the Company Deposit shall deliver be applied against the Purchase Price, and the balance of the Purchase Price shall be paid to Seller in immediately available funds. 3(e) The closing (the “Closing”) shall occur on or cause to be delivered to each Purchaser before the earlier of (xi) its Note for thirty (30) days following the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto Zoning Change approval and (zii) any June 1, 2011. The Closing shall be held at the offices of the Escrow Agent or such other deliveries location as required by Article IVthe patties shall mutually designate. At each Time is of the essence with respect to the date of Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue -------------------------- and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Notes Note and Warrants Warrant for an aggregate purchase price of One Three Million Five Hundred Thousand Dollars ($1,000,0003,500,000.00) (the "Purchase Price"). The Notes and Warrants , which shall be sold and funded payable as soon as --------------- practicable but in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no event later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for declares the resale of the Conversion Shares Registration ---------- Statement (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing"Registration Rights Agreement) shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable ------------------ conditions set forth in Article IV hereof with respect to the purchase of the Note and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000)Warrant. The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase execution and sale delivery of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Kramer Levin Naftalis Jenkens & Fran▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ LLP, The Chrysler Building, ▇▇▇ ▇▇▇ricas▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.(the "Closing"), ▇▇▇ ▇▇▇▇ ▇▇▇e; providedat 10:00 a.m., that all New York time (i) on the date on ------- which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewithherewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Subject Notwithstanding ------------- anything to the terms and conditions of this Agreement, at each Closingcontrary contained herein, the Company shall deliver or cause aggregate principal amount of the Note to be delivered to each sold by the Company and purchased by the Purchaser hereunder shall not exceed Three Million Five Hundred Thousand Dollars (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV$3,500,000.00). At each Closing, each Purchaser Funding shall deliver its Purchase Price take place by wire transfer of immediately available funds on the Effectiveness Date to an account designated by Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, as escrow agent (the Company"Escrow Agent") so long as the conditions set forth in Article IV hereof ------------ shall be fulfilled or waived in accordance herewith (the "Funding Date"). The ------------ Escrow Agent shall deliver the funds to the Company within five (5) business days thereafter.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One up to Three Million Dollars ($1,000,0003,000,000) (the "“Purchase Price"”). As of the effective date of this Agreement, the Company has sold Notes and Warrants for an aggregate purchase price of Two Million Dollars ($2,000,000) in the Initial Closing on June 29, 2007. The remaining Notes and Warrants shall be sold and funded in three two separate closings (each, each a "“Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000”). The second Closing under this Agreement (the "“Second Closing"”) shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars $500,000 and shall take place on the date hereof ($350,000the “Second Closing Date”). The final Closing third closing under this Agreement (the "Final “Third Closing"”) shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars $500,000 and shall take place on or before August 31, 2007; provided, that the Company has not closed a financing of its debt or equity securities prior to such date ($300,000the “Third Closing Date”). The Initial Closing Date, the Second Closing Date Date, and the Final Third Closing Date are sometimes referred to in this Agreement as the "“Closing Date"”. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Franthe Company, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.CA 91403 at 5:00 p.m., ▇▇▇ ▇▇▇▇ ▇▇▇ePacific Daylight Savings time; provided, that all of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the Companyescrow agent.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Two Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Five Hundred Thousand Dollars ($300,0002,500,000) (the “Purchase Price”). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ & ▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the “Closing”) at 10:00 a.m., Milwaukee time (i) on or before November 1, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Notes and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), including without limitation, all pricing terms, which closing shall occur which closing shall occur no later than January 27, 2008, for an aggregate purchase price of up to $5,000,000 (the “Additional Note and Warrant Financing”); provided that each Purchaser shall have a right to exchange the Notes and Warrants acquired by it hereunder for Notes and Warrants issued in the Additional Note and Warrant Financing, if any Purchaser, in its sole discretion, determines that the Additional Note and Warrant Financing provides terms more favorable to purchasers thereof than the Transaction Documents provide to the Purchasers hereof. The terms “Notes” and “Warrants” shall also be deemed to include the Additional Notes and Additional Warrants. Subject to the terms and conditions of this Agreement, at each Closing, the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IV. IV hereof. (b) At each the Closing, each Purchaser shall deliver its Purchase Price as set forth on Exhibit A hereof by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that amount of Debentures and the Notes number of Warrants set forth opposite their respective names on Exhibit A. Each tranche of the purchase and sale of Debentures and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (" and the first such Closing, the "Initial Tranche I Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & FranGilchrist Parker Chapin LLP The Chrysler Building, 405 Lexington Avenu▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇r▇, ▇▇▇ ▇▇▇▇ ▇0174 at 10:00 a.m. New York ▇▇▇▇ (▇) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇:▇▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇e; provided, that all ulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewithherewith or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (each, a "Closing Date" and the first such Closing Date, the "Tranche I Closing Date"). Subject The Tranche I Closing shall occur no later than November 21, 2001, and the Closing with respect to the terms funding of the remainder of the Purchase Price (the "Tranche II Closing") shall occur no later than December 12, 2001, or on such other date as the Purchasers and conditions the Company may agree upon (the "Tranche II Closing Date"); provided, however, that the failure of the Tranche II Closing to occur shall not affect the Company's obligations to the Purchasers under this Agreement, at each Closingthe Registration Rights Agreement, the Company shall deliver or cause Debenture and the Warrants. Notwithstanding anything to the contrary herein, the maximum aggregate principal amount of the Debentures to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated sold by the CompanyCompany and purchased by the Purchasers hereunder shall not exceed $3,000,000.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in 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, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to QED Law Group, P.L.L.C., 320▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇he Preferred Shares and Warrants shall be sold and funded in three one or more separate closings (each, a "Closing"). The initial Closing closing under this Agreement (the "Initial Closing") shall take place on or about February 13no later than October 7, 2006 2002 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) October 22, 2002 (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after by wire transfer of immediately available funds on or prior to the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial applicable Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement so long as the "Closing Date"conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇QED Law Group, ▇▇▇▇ ▇▇▇▇▇▇ P.L.L.C. at 1:00 p.m. (eastern time) (10:00 a.m. pacific time) upon the satisfaction of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all each of the conditions set forth in Article IV hereof and applicable to each (each, a "Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyDate").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A ($1,000,000) (for each such purchaser, the "“Purchase Price")”. The Notes Preferred Shares and Warrants shall be sold and funded in three separate one or more closings (each, a "“Closing"”). The initial Closing under this Agreement (the "“Initial Closing"”) shall take place on or about February 13June 18, 2006 2007 (the "“Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000”). The second Closing Each subsequent closing under this Agreement (the "Second each, a “Subsequent Closing"”) shall take place occur on such date as the Purchasers and the Company may agree upon (each, a “Subsequent Closing Date”) but no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The July 31, 2007.The Initial Closing Date, the Second Closing Date and the Final each Subsequent Closing Date are sometimes referred to in this Agreement as the "“Closing Date"”. Each Closing closing of the purchase and sale of the Notes Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇ ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.or at such other place as the Purchasers and the Company may agree upon at 10:00 a.m., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all New York time on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at At each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite a certificate registered in the name of the Purchaser representing the number of Preferred Shares that such Purchaser on Exhibit A hereto, (y) a Series A Warrant is purchasing pursuant to the terms hereof and Series B Warrant the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. A. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as escrow agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the PurchasersPurchaser, severally but not jointly, agree agrees to purchase the Notes and Warrants Initial Note for an aggregate a minimum purchase price of One Million Dollars ($1,000,000) 2,500,000 (the "Minimum Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings During the Investment Period, the Purchaser may invest up to an additional $2,500,000 for a total aggregate purchase price of $5,000,000 (each, a the "ClosingMaximum Purchase Price"). The initial Closing under this Agreement (the "Initial Closing") shall take place on Subject to all conditions to closing being satisfied or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Datewaived, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Initial Closing of the purchase and sale of the Notes and Warrants to be acquired by Note, at the Purchasers from the Company under this Agreement Minimum Purchase Price, shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇, Hu▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇.LC (the "Initial Closing") at 5:00 pm (EDT) (or at such earlier time agreed to by the Company and Purchaser) on June 10, ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all 2016 (the "Initial Closing Date") which can be further extended up to thirty (30) days by the mutual agreement of the conditions set forth in Article IV hereof Company and applicable the Purchaser. During the Investment Period, the Purchaser shall have the right to invest additional amounts up to the Maximum Purchase Price and, the Company and the Purchaser may hold additional closings up to the Maximum Purchase Price (each, a "Closing" and upon investment of the Maximum Purchase Price or expiration of the Investment Period, the "Final Closing"). At each Closing (each a "Closing Date"), the Purchaser shall have been fulfilled pay the additional purchase price to be invested and tender the Initial Note or waived in accordance herewithany subsequently issued Note for a new Note at each such Closing that represents the full amount invested by the Purchaser up to the date of such Closing. Subject to the terms and conditions of this Agreement, at each the Initial Closing the Company shall deliver or cause to be delivered to the Purchaser a (x) the Initial Note in the amount of $2,500,000, and (y) any other documents required to be delivered pursuant to Article 4 hereof. At the time of the Initial Closing, the Purchaser shall have delivered the Minimum Purchase Price by wire transfer or by check pursuant to the Subscription Agreement (as such terms are hereafter defined). If any subsequent Closing occurs, the Company shall deliver or cause to be delivered to each the Purchaser (x) its a new Note for in the principal amount set forth opposite of the name of previously issued Note plus any additional amounts invested at such Purchaser on Exhibit A heretoClosing, which will replace the previously issued Note, and (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IV4 hereof. At each any subsequent Closing, each the Purchaser shall deliver its Purchase Price by wire transfer the additional purchase price and any previously issued Note to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes Company acknowledges and agrees that the Purchase Price for certain Purchasers for the Preferred Shares and Warrants will be paid to the Company with the Series B Preferred Stock and Series C Preferred Stock in the amounts set forth on Schedule 1.1 attached hereto. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be sold and funded in three separate delivered pursuant to this Agreement to Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Ave▇▇▇, ▇▇▇ Y▇▇▇, ▇▇▇ ▇▇▇▇ 10174. The Preferred Shares ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇eparate closings (each, a "Closing"). The initial Closing closing under this Agreement (the "Initial Closing") shall take place on or about February 13no later than September 30, 2006 2002 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)7,814,850. The second Closing closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") after the Commission declares the Registration Statement (as defined in the Registration Rights Agreement) effective (the "Effectiveness Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)1,260,000. The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after by wire transfer of immediately available funds on or prior to the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial applicable Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement so long as the "Closing Date"conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & FranGilchrist Parker Chapin LLP at 1:00 p.m. (eastern time) upon the sati▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇o▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all of the conditions set forth in Article IV hereof and applicable to each (each, a "Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyDate").