zealous_8k-ex1001.htm


    EXHIBIT
      10.1

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”) is dated as of October
      17, 2007 between Zealous Trading Group, Inc., a Nevada corporation (the
“Company”), and each purchaser identified on the signature pages hereto
      (each, including its successors and assigns, a “Purchaser” and
      collectively the “Purchasers”).

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”), and Rule 506 promulgated thereunder, the Company desires to issue and
      sell to each Purchaser, and each Purchaser, severally and not jointly, desires
      to purchase from the Company, securities of the Company as more fully described
      in this Agreement.

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and each Purchaser agree as
      follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1    Definitions.  In
      addition to the terms defined elsewhere in this Agreement: (a) capitalized
      terms
      that are not otherwise defined herein have the meanings given to such terms
      in
      the Debentures (as defined herein), and (b) the following terms have the
      meanings set forth in this Section 1.1:

     

     “Action”
      shall have the meaning ascribed to such term in Section 3.1(j).

     

     “Action
      by Written Consent of the Stockholders” means written consent of the
      stockholders of the Company approving the Authorized Share Approval in a manner
      that complies with §78.207 and other applicable sections of the Nevada Revised
      Statutes, in the form of Exhibit G attached hereto.

     

     “Affiliate”
      means any Person that, directly or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      a
      Person, as such terms are used in and construed under Rule 405 under the
      Securities Act.  With respect to a Purchaser, any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as such Purchaser will be deemed to be an Affiliate of such
      Purchaser.

     

     “ASNI”
      means ASNI II, Inc., a Delaware corporation.

     

     “Authorized
      Share Approval” means (i) the vote by the stockholders of the Company to
      approve an amendment to the Company’s articles or certificate of incorporation
      that increases the number of authorized shares of Common Stock from 44,831,444
      to 1,500,000,000 (the “Amendment”) and (ii) the filing by the Company of
      the Amendment with the Secretary of State of the State of Nevada and the
      acceptance of the Amendment by the Secretary of State of the State of
      Nevada.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     “Board
      of Directors” means the board of directors of the
      Company.

     

     “Business
      Day” means any day except any Saturday, any Sunday, any day which is a
      federal legal holiday in the United States or any day on which banking
      institutions in the State of New York are authorized or required by law or
      other
      governmental action to close.

     

     “Closing”
      means the closing of the purchase and sale of the Securities pursuant to Section
      2.1.

     

     “Closing
      Date” means the Trading Day when all of the Transaction Documents have been
      executed and delivered by the applicable parties thereto, and all conditions
      precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and
      (ii) the Company’s obligations to deliver the Securities have been satisfied or
      waived.

     

     “Commission”
      means the Securities and Exchange Commission.

     

     “Common
      Stock” means the common stock of the Company, par value $0.001 per share,
      and any other class of securities into which such securities may hereafter
      be
      reclassified or changed into.

     

     “Common
      Stock Equivalents” means any securities of the Company or the Subsidiaries
      which would entitle the holder thereof to acquire at any time Common Stock,
      including, without limitation, any debt, preferred stock, rights, options,
      warrants or other instrument that is at any time convertible into or exercisable
      or exchangeable for, or otherwise entitles the holder thereof to receive, Common
      Stock.

     

     “Company
      Counsel” means Fennemore Craig, P.C., with offices located at 300 South 4th
      Street, Suite 1400, Las Vegas, NV 89101 Attn: David G.
      LeGrand.

     

     “Conversion
      Price” shall have the meaning ascribed to such term in the
      Debentures.

     

     “Debentures”
      means the 5% Senior Secured Convertible Debentures due, subject to the terms
      therein, one year from their date of issuance, issued by the Company to the
      Purchasers hereunder, in the form of Exhibit A attached
      hereto.

     

    “Disclosure
      Schedules” shall have the meaning ascribed to such term in Section
      3.1.

     

     “Effective
      Date” means the date that the initial Registration Statement filed by the
      Company pursuant to the Registration Rights Agreement is first declared
      effective by the Commission.

     

    
      
        
        

      

      
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     “Evaluation
      Date” shall have the meaning ascribed to such term in Section
      3.1(r).

     

     “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules
      and regulations promulgated thereunder.

     

     “Exempt
      Issuance” means the issuance of (a) shares of Common Stock or options to
      employees, officers or directors of the Company pursuant to any stock or option
      plan duly adopted for such purpose by a majority of the non-employee members
      of
      the Board of Directors or a majority of the members of a committee of
      non-employee directors established for such purpose, (b) securities upon the
      exercise or exchange of or conversion of any Securities issued hereunder and/or
      other securities exercisable or exchangeable for or convertible into shares
      of
      Common Stock issued and outstanding on the date of this Agreement, provided
      that
      such securities have not been amended since the date of this Agreement to
      increase the number of such securities or to decrease the exercise, exchange
      or
      conversion price of such securities,  (c) securities issued pursuant
      to acquisitions or strategic transactions approved by a majority of the
      disinterested directors of the Company, provided that any such issuance shall
      only be to a Person which is, itself or through its subsidiaries, an operating
      company in a business synergistic with the business of the Company and in which
      the Company receives benefits in addition to the investment of funds as
      reasonably determined by the Board of Directors which shall include a purchase
      of TOLD, but shall not include a transaction in which the Company is issuing
      securities primarily for the purpose of raising capital or (d) any securities
      issued in connection with the Merger.

     

    “FWS”
      means Feldman Weinstein & Smith LLP with offices located at 420 Lexington
      Avenue, Suite 2620, New York, New York 10170-0002.

     

    “GAAP”
      shall have the meaning ascribed to such term in Section 3.1(h).

     

    “Guarantee”
      means the Guarantee, dated the date hereof, by the Target in favor of the
      Purchasers, in the form of Exhibit F attached hereto.

     

    “Indebtedness”
      shall have the meaning ascribed to such term in Section 3.1(aa).

     

    “Intellectual
      Property Rights” shall have the meaning ascribed to such term in Section
      3.1(o).

     

    “Legend
      Removal Date” shall have the meaning ascribed to such term in Section
      4.1(c).

     

    “Liens”
      means a lien, charge, security interest, encumbrance, right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect” shall have the meaning assigned to such term in Section
      3.1(b).

     

    
      
        
        

      

      
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    “Material
      Permits” shall have the meaning ascribed to such term in Section
      3.1(m).

     

    “Maximum
      Rate” shall have the meaning ascribed to such term in Section
      5.17.

     

    “Merger”
      means the merger between the Company and the Target pursuant to the Merger
      Agreement and the timely submission of all applicable filings with state and
      regulatory authorities in connection with such purchase.

     

    “Merger
      Agreement” means the Agreement among the Company, ASNI, and the Target for
      the merger of the Target with and into the Company, dated on or about July
      16,
      2007, and documents referred to therein and related thereto.

     

    “Participation
      Maximum” shall have the meaning ascribed to such term in Section
      4.12.

     

    “Person”
      means an individual or corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or subdivision thereof) or other entity
      of any kind.

     

    “Pledge
      and Security Agreement” means the Pledge and Security Agreement, dated the
      date hereof, among the Company, the Purchasers and the pledgors signatory
      thereto, in the form of Exhibit H attached hereto.

     

    “Pre-Notice”
      shall have the meaning ascribed to such term in Section 4.12.

     

    “Proceeding”
      means an action, claim, suit, investigation or proceeding (including, without
      limitation, an informal investigation or partial proceeding, such as a
      deposition), whether commenced or threatened.

     

    “Purchaser
      Party” shall have the meaning ascribed to such term in Section
      4.10.

     

    “Registration
      Rights Agreement” means the Registration Rights Agreement, dated the date
      hereof, among the Company and the Purchasers, in the form of Exhibit B
      attached hereto.

     

    “Registration
      Statement” means a registration statement meeting the requirements set forth
      in the Registration Rights Agreement and covering the resale of the Underlying
      Shares by each Purchaser as provided for in the Registration Rights
      Agreement.

     

    “Required
      Approvals” shall have the meaning ascribed to such term in Section
      3.1(e).

     

    “Required
      Minimum” means, as of any date, the maximum aggregate number of shares of
      Common Stock then issued or upon the operation of a penalty or price adjustment
      provision in the Transaction Documents due in the future, including any
      Underlying Shares issuable upon exercise or conversion in full of all Warrants
      and Debentures, ignoring any conversion or exercise limits set forth therein,
      and assuming that the Conversion Price is at all times on and after the date
      of
      determination 75% of the then Conversion Price on the Trading Day immediately
      prior to the date of determination.

     

    
      
        
        

      

      
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    “Rule
      144” means Rule 144 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

     

    “SEC
      Reports” shall have the meaning ascribed to such term in Section
      3.1(h).

     

    “Securities”
      means the Debentures, the Warrants, the Warrant Shares and the Underlying
      Shares.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and
      regulations promulgated thereunder.

     

    “Security
      Agreement” means the Security Agreement, dated the date hereof, among the
      Company, the Target, ASNI and the Purchasers, in the form of Exhibit E
      attached hereto.

     

    “Security
      Documents” shall mean the Security Agreement, the Guarantee, the Pledge and
      Security Agreement, and any other documents and filing required thereunder
      in
      order to grant the Purchasers a first priority security interest in the assets
      of the Company and the Subsidiaries as provided in the Security Agreement,
      including all UCC-1 filing receipts.

     

    “Short
      Sales” means all “short sales” as defined in Rule 200 of Regulation SHO
      under the Exchange Act (but shall not be deemed to include the location and/or
      reservation of borrowable shares of Common Stock). 

     

    “Special
      Securities Counsel” means Guzov Ofsink, LLC with offices located at 600
      Madison Avenue, 14th Floor,
      New York,
      New York 10022 Attn: Robert Newman.

     

    “Subscription
      Amount” means, as to each Purchaser, the aggregate amount to be paid for
      Debentures and Warrants purchased hereunder as specified below such Purchaser’s
      name on the signature page of this Agreement and next to the heading
“Subscription Amount,” in United States dollars and in immediately available
      funds.

     

    “Subsequent
      Financing” shall have the meaning ascribed to such term in Section
      4.12.

     

    “Subsequent
      Financing Notice” shall have the meaning ascribed to such term in Section
      4.12.

     

    
      
        
        

      

      
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    “Subsidiary”
      means any subsidiary of the Company as set forth on Schedule 3.1(a) and
      shall, where applicable, include any direct or indirect subsidiary of the
      Company formed or acquired after the date hereof.

     

    “Target”
      means Zealous Holdings, Inc., a Delaware corporation.

     

    “Trading
      Day” means a day on which the New York Stock Exchange is open for
      trading.

     

    “Trading
      Market” means the following markets or exchanges on which the Common Stock
      is listed or quoted for trading on the date in question: the American Stock
      Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
      Select Market, the New York Stock Exchange or the OTC Bulletin
      Board.

     

    “Transaction
      Documents” means this Agreement, the Debentures, the Warrants, the
      Registration Rights Agreement, the Pledge and Security Agreement, the Security
      Agreement, the Guarantee, all exhibits and schedules thereto and hereto and
      any
      other documents or agreements executed in connection with the transactions
      contemplated hereunder.

     

    “Transfer
      Agent” means OTC Stock Transfer, Inc. the current transfer agent of the
      Company with a mailing address of 231 S. 2100, Salt Lake City, Utah 84115 and
      a
      facsimile number of (801) 486-0562, and any successor transfer agent of the
      Company.

     

    “TOLD”
      means Transfer Online Development, LLC, a
      [                 ]
      limited liability company.

     

    “Underlying
      Shares” means the shares of Common Stock issued and issuable upon conversion
      or redemption of the Debentures and upon exercise of the Warrants.

     

    “Variable
      Rate Transaction” shall have the meaning ascribed to such term in Section
      4.13.

     

    “VWAP”
      means, for any date, the price determined by the first of the following clauses
      that applies: (a) if the Common Stock is then listed or quoted on a Trading
      Market, the daily volume weighted average price of the Common Stock for such
      date (or the nearest preceding date) on the Trading Market on which the Common
      Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
      Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time);
      (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted
      average price of the Common Stock for such date (or the nearest preceding date)
      on the OTC Bulletin Board; (c) if the Common Stock is not then listed or quoted
      on the OTC Bulletin Board and if prices for the Common Stock are then reported
      in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or
      agency succeeding to its functions of reporting prices), the most recent bid
      price per share of the Common Stock so reported; or (d) in all other cases,
      the fair market value of a share of Common Stock as determined by an independent
      appraiser selected in good faith by the Purchasers of a majority in interest
      of
      the Securities then outstanding and reasonably acceptable to the Company, the
      fees and expenses of which shall be paid by the Company.

     

    
      
        
        

      

      
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    “Warrants”
      means, collectively, the Series B Common Stock purchase warrants delivered
      to
      the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which
      Warrants shall be exercisable immediately upon the earlier of (i) Authorized
      Share Approval or (ii) the 18th month anniversary
      of the Issue Date and
      have a term of exercise equal to five years, in the form of
Exhibit C attached hereto.

     

    “Warrant
      Shares” means the shares of Common Stock issuable upon exercise of the
      Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1    Closing.  On
      the Closing Date, upon the terms and subject to the conditions set forth herein,
      substantially concurrent with the execution and delivery of this Agreement
      by
      the parties hereto, the Company agrees to sell, and the Purchasers, severally
      and not jointly, agree to purchase, up to an aggregate of $4,500,000 in
      principal amount of the Debentures.  Each Purchaser shall deliver to
      the Company, via wire transfer or a certified check, immediately available
      funds
      equal to its Subscription Amount and the Company shall deliver to each Purchaser
      its respective Debenture and a Warrant, as determined pursuant to Section
      2.2(a), and the Company and each Purchaser shall deliver the other items set
      forth in Section 2.2 deliverable at the Closing.  Upon satisfaction of
      the conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at
      the
      offices of FWS or such other location as the parties shall mutually
      agree.

     

    2.2    Deliveries.

     

    (a)    On
      the
      Closing Date, the Company shall deliver or cause to be delivered to each
      Purchaser the following:

     

    (i)    this
      Agreement duly executed by the Company;

     

    (ii)    legal
      opinions of Company Counsel and Special Securities Counsel, in substantially
      the
      forms of Exhibit D-1 and Exhibit D-2 attached hereto;

     

    (iii)    a
      Debenture with a principal amount equal to such Purchaser’s Subscription Amount,
      registered in the name of such Purchaser;

     

    (iv)    a
      Warrant
      registered in the name of such Purchaser to purchase up to a number of shares
      of
      Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by the
      Conversion Price, with an exercise price equal to $0.03,
      subject to adjustment therein;

     

    (v)    the
      Security Agreement, duly executed by the Company, the Target, ASNI and each
      Subsidiary, along with all of the Security Documents, including the Guarantee,
      duly executed by the parties thereto;

     

    
      
        
        

      

      
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    (vi)    Action
      by
      Written Consent of the Stockholders, duly executed by stockholders of the
      Company, which shall represents an aggregate of at least 50.1% of the shares
      of
      Common Stock that are issued and outstanding on the date hereof;

     

    (vii)    a
      shareholder list of the Company which includes, without limitation, the shares
      beneficially owned by directors, officers, Affiliates of the Company, 10% or
      greater shareholders of the Company and any purchaser of privately placed
      securities of the Company, satisfactory to each Purchaser in its sole
      discretion;

     

    (viii)    the
      Pledge and Security Agreement, duly executed by the Company and Milton C. Ault,
      III along with all pledged stock certificates and other documents required
      to be
      delivered thereunder, duly executed by the parties thereto; and

     

    (ix)    the
      Registration Rights Agreement duly executed by the Company.

     

    (b)    On
      the
      Closing Date, each Purchaser shall deliver or cause to be delivered to the
      Company the following:

     

    (i)    this
      Agreement duly executed by such Purchaser;

     

    (ii)    such
      Purchaser’s Subscription Amount by wire transfer to the account as specified in
      writing by the Company;

     

    (iii)   the
      Security Agreement duly executed by such Purchaser;

     

    (iv)   the
      Pledge and Security Agreement duly executed by such Purchaser; and

     

    (v)    the
      Registration Rights Agreement duly executed by such Purchaser.

     

    2.3    Closing
      Conditions.

     

    (a)   The
      obligations of the Company hereunder in connection with the Closing are subject
      to the following conditions being met:

     

    (i)    the
      accuracy in all material respects on the Closing Date of the representations
      and
      warranties of the Purchasers contained herein;

     

    (ii)   all
      obligations, covenants and agreements of each Purchaser required to be performed
      at or prior to the Closing Date shall have been performed; and

     

    
      
        
        

      

      
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    (iii)   the
      delivery by each Purchaser of the items set forth in Section 2.2(b) of this
      Agreement.

     

    (b)   The
      respective obligations of the Purchasers hereunder in connection with the
      Closing are subject to the following conditions being met:

     

    (i)    the
      accuracy in all material respects when made and on the Closing Date of the
      representations and warranties of the Company contained herein;

     

    (ii)   all
      obligations, covenants and agreements of the Company required to be performed
      at
      or prior to the Closing Date shall have been performed;

     

    (iii)   the
      delivery by the Company of the items set forth in Section 2.2(a) of this
      Agreement;

     

    (iv)   there
      shall have been no Material Adverse Effect with respect to the Company since
      the
      date hereof; and

     

    (v)    from
      the
      date hereof to the Closing Date, trading in the Common Stock shall not have
      been
      suspended by the Commission  or the Company’s principal Trading Market
      (except for any suspension of trading of limited duration agreed to by the
      Company, which suspension shall be terminated prior to the Closing), and, at
      any
      time prior to the Closing Date, trading in securities generally as reported
      by
      Bloomberg L.P. shall not have been suspended or limited, or minimum prices
      shall
      not have been established on securities whose trades are reported by such
      service, or on any Trading Market, nor shall a banking moratorium have been
      declared either by the United States or New York State authorities nor shall
      there have occurred any material outbreak or escalation of hostilities or other
      national or international calamity of such magnitude in its effect on, or any
      material adverse change in, any financial market which, in each case, in the
      reasonable judgment of each Purchaser, makes it impracticable or inadvisable
      to
      purchase the Securities at the Closing.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1    Representations
      and Warranties of the Company. Except
      as
      set forth in the disclosure schedules attached hereto (the “Disclosure
      Schedules”), which Disclosure Schedules shall be deemed a part hereof and
      shall qualify any representation or otherwise made herein to the extent of
      the
      disclosure contained in the corresponding section of the Disclosure Schedules
      or
      as applicable to such other section of this Agreement, the Company hereby makes
      the following representations and warranties to each Purchaser:

     

    
      
        
        

      

      
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    (a)    Subsidiaries.  All
      of the direct and indirect subsidiaries of the Company are set forth on
Schedule 3.1(a).  The Company owns, directly or indirectly, all
      of the capital stock or other equity interests of each Subsidiary free and
      clear
      of any Liens, and all of the issued and outstanding shares of capital stock
      of
      each Subsidiary are validly issued and are fully paid, non-assessable and free
      of preemptive and similar rights to subscribe for or purchase
      securities.  If the Company has no subsidiaries, all other references
      to the Subsidiaries or any of them in the Transaction Documents shall be
      disregarded.

     

    (b)    Organization
      and Qualification.  The Company and each of the Subsidiaries is an
      entity duly incorporated or otherwise organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation or organization
      (as applicable), with the requisite power and authority to own and use its
      properties and assets and to carry on its business as currently
      conducted.  Neither the Company nor any Subsidiary is in violation or
      default of any of the provisions of its respective certificate or articles
      of
      incorporation, bylaws or other organizational or charter
      documents.  Each of the Company and the Subsidiaries is duly qualified
      to conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, could not
      have or reasonably be expected to result in (i) a material adverse effect on
      the
      legality, validity or enforceability of any Transaction Document, (ii) a
      material adverse effect on the results of operations, assets, business, or
      condition (financial or otherwise) of the Company and the Subsidiaries, taken
      as
      a whole, or (iii) a material adverse effect on the Company’s ability to perform
      in any material respect on a timely basis its obligations under any Transaction
      Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c)    Authorization;
      Enforcement.  Subject to Authorized Share Approval, the Company
      has the requisite corporate power and authority to enter into and to consummate
      the transactions contemplated by each of the Transaction Documents and otherwise
      to carry out its obligations hereunder and thereunder.  The execution
      and delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated hereby and thereby have
      been
      duly authorized by all necessary action on the part of the Company and no
      further action is required by the Company, the Board of Directors or the
      Company’s stockholders in connection therewith other than in connection with the
      Required Approvals and the Authorized Share Approval.  Each
      Transaction Document has been (or upon delivery will have been) duly executed
      by
      the Company and, when delivered in accordance with the terms hereof and thereof,
      will constitute the valid and binding obligation of the Company enforceable
      against the Company in accordance with its terms, subject to Authorized Share
      Approval, except (i) as limited by general equitable principles and applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors’ rights generally, (ii) as
      limited by laws relating to the availability of specific performance, injunctive
      relief or other equitable remedies and (iii) insofar as indemnification and
      contribution provisions may be limited by applicable law.

     

    
      
        
        

      

      
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    (d)    No
      Conflicts.  The execution, delivery and performance of the
      Transaction Documents by the Company and the consummation by the Company of
      the
      other transactions contemplated hereby and thereby do not and will not: (i)
      conflict with or violate any provision of the Company’s or any Subsidiary’s
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents, subject to Authorized Share Approval, or (ii) conflict with,
      or constitute a default (or an event that with notice or lapse of time or both
      would become a default) under, result in the creation of any Lien upon any
      of
      the properties or assets of the Company or any Subsidiary except as created
      by
      the Transaction Documents, or give to others any rights of termination,
      amendment, acceleration or cancellation (with or without notice, lapse of time
      or both) of, any agreement, credit facility, debt or other instrument
      (evidencing a Company or Subsidiary debt or otherwise) or other understanding
      to
      which the Company or any Subsidiary is a party or by which any property or
      asset
      of the Company or any Subsidiary is bound or affected, or (iii) subject to
      the
      Required Approvals, conflict with or result in a violation of any law, rule,
      regulation, order, judgment, injunction, decree or other restriction of any
      court or governmental authority to which the Company or a Subsidiary is subject
      (including federal and state securities laws and regulations), or by which
      any
      property or asset of the Company or a Subsidiary is bound or affected; except
      in
      the case of each of clauses (ii) and (iii), such as could not have or reasonably
      be expected to result in a Material Adverse Effect.

     

    (e)    Filings,
      Consents and Approvals.  The Company is not required to obtain any
      consent, waiver, authorization or order of, give any notice to, or make any
      filing or registration with, any court or other federal, state, local or other
      governmental authority or other Person in connection with the execution,
      delivery and performance by the Company of the Transaction Documents, other
      than
      (i) filings required pursuant to Section 4.6, (ii) the filing with the
      Commission of the Registration Statement, (iii) the notice and/or application(s)
      to each applicable Trading Market for the issuance and sale of the Securities
      and the listing of the Underlying Shares for trading thereon in the time and
      manner required thereby, (iv) the filing of Form D with the Commission and
      such
      filings as are required to be made under applicable state securities laws and
      (e) the Authorized Share Approval (collectively, the “Required
      Approvals”).

     

    (f)    Issuance
      of the Securities.  The Securities are duly authorized and, when
      issued and paid for in accordance with the applicable Transaction Documents,
      will be duly and validly issued, fully paid and nonassessable, free and clear
      of
      all Liens imposed by the Company other than restrictions on transfer provided
      for in the Transaction Documents.  The Underlying Shares, when issued
      in accordance with the terms of the Transaction Documents, will be validly
      issued, fully paid and nonassessable, free and clear of all Liens imposed by
      the
      Company other than restrictions on transfer provided for in the Transaction
      Documents.  Subject to the Authorized Share Approval, the Company has
      reserved from its duly authorized capital stock an aggregate of 1,500,000,000
      shares of Common Stock for issuance of the Underlying Shares.

     

    
      
        
        

      

      
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    (g)    Capitalization.  The
      capitalization of the Company is as set forth on Schedule 3.1(g), which
Schedule 3.1(g) shall also include the number of shares of Common Stock
      owned beneficially, and of record, by Affiliates of the Company as of the date
      hereof. The Company has not issued any capital stock since its most recently
      filed periodic report under the Exchange Act, other than pursuant to the
      exercise of employee stock options under the Company’s stock option plans, the
      issuance of shares of Common Stock to employees pursuant to the Company’s
      employee stock purchase plans and pursuant to the conversion or exercise of
      Common Stock Equivalents outstanding as of the date of the most recently filed
      periodic report under the Exchange Act.  No Person has any right of
      first refusal, preemptive right, right of participation, or any similar right
      to
      participate in the transactions contemplated by the Transaction
      Documents.  Except as set forth in Schedule 3.1(g), as a result
      of the purchase and sale of the Securities, there are no outstanding options,
      warrants, scrip rights to subscribe to, calls or commitments of any character
      whatsoever relating to, or securities, rights or obligations convertible into
      or
      exercisable or exchangeable for, or giving any Person any right to subscribe
      for
      or acquire, any shares of Common Stock, or contracts, commitments,
      understandings or arrangements by which the Company or any Subsidiary is or
      may
      become bound to issue additional shares of Common Stock or Common Stock
      Equivalents. The issuance and sale of the Securities will not obligate the
      Company to issue shares of Common Stock or other securities to any Person (other
      than the Purchasers) and will not result in a right of any holder of Company
      securities to adjust the exercise, conversion, exchange or reset price under
      any
      of such securities. All of the outstanding shares of capital stock of the
      Company are validly issued, fully paid and nonassessable, have been issued
      in
      compliance with all federal and state securities laws, and none of such
      outstanding shares was issued in violation of any preemptive rights or similar
      rights to subscribe for or purchase securities.  No further approval
      or authorization of any stockholder, the Board of Directors or others is
      required for the issuance and sale of the Securities.  There are no
      stockholders agreements, voting agreements or other similar agreements with
      respect to the Company’s capital stock to which the Company is a party or, to
      the knowledge of the Company, between or among any of the Company’s
      stockholders.

     

    (h)    SEC
      Reports; Financial Statements.  Except as set forth in Schedule
      3.1(g), the Company has filed all reports, schedules, forms, statements and
      other documents required to be filed by the Company under the Securities Act
      and
      the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
      the
      two years preceding the date hereof (or such shorter period as the Company
      was
      required by law or regulation to file such material) (the foregoing materials,
      including the exhibits thereto and documents incorporated by reference therein,
      being collectively referred to herein as the “SEC Reports”) on a timely
      basis or has received a valid extension of such time of filing and has filed
      any
      such SEC Reports prior to the expiration of any such extension.  As of
      their respective dates, the SEC Reports complied in all material respects with
      the requirements of the Securities Act and the Exchange Act, as applicable,
      and
      none of the SEC Reports, when filed, contained any untrue statement of a
      material fact or omitted to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.  The
      financial statements of the Company included in the SEC Reports comply in all
      material respects with applicable accounting requirements and the rules and
      regulations of the Commission with respect thereto as in effect at the time
      of
      filing.  Such financial statements have been prepared in accordance
      with United States generally accepted accounting principles applied on a
      consistent basis during the periods involved (“GAAP”), except as may be
      otherwise specified in such financial statements or the notes thereto and except
      that unaudited financial statements may not contain all footnotes required
      by
      GAAP, and fairly present in all material respects the financial position of
      the
      Company and its consolidated Subsidiaries as of and for the dates thereof and
      the results of operations and cash flows for the periods then ended, subject,
      in
      the case of unaudited statements, to normal, immaterial, year-end audit
      adjustments.

     

    
      
        
        

      

      
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    (i)    Material
      Changes.  Since the date of the latest audited financial
      statements included within the SEC Reports, except as specifically disclosed
      in
      a subsequent SEC Report filed prior to the date hereof, (i) there has been
      no
      event, occurrence or development that has had or that could reasonably be
      expected to result in a Material Adverse Effect, (ii) the Company has not
      incurred any liabilities (contingent or otherwise) other than (A) trade payables
      and accrued expenses incurred in the ordinary course of business consistent
      with
      past practice, (B) liabilities not required to be reflected in the Company’s
      financial statements pursuant to GAAP or disclosed in filings made with the
      Commission and (C) except as set forth in Schedule 3.1(g), (iii) the
      Company has not altered its method of accounting, (iv) the Company has not
      declared or made any dividend or distribution of cash or other property to
      its
      stockholders or purchased, redeemed or made any agreements to purchase or redeem
      any shares of its capital stock and (v) the Company has not issued any equity
      securities to any officer, director or Affiliate, except pursuant to existing
      Company stock option plans. The Company does not have pending before the
      Commission any request for confidential treatment of
      information.  Except for the issuance of the Securities contemplated
      by this Agreement or as set forth on Schedule 3.1(i), no event, liability
      or development has occurred or exists with respect to the Company or its
      Subsidiaries or their respective business, properties, operations or financial
      condition, that would be required to be disclosed by the Company under
      applicable securities laws at the time this representation is made or deemed
      made that has not been publicly disclosed at least one Trading Day prior to
      the
      date that this representation is made.

     

    (j)    Litigation.  There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of the Company, threatened against or affecting
      the
      Company, any Subsidiary or any of their respective properties before or by
      any
      court, arbitrator, governmental or administrative agency or regulatory authority
      (federal, state, county, local or foreign) (collectively, an “Action”)
      which (i) adversely affects or challenges the legality, validity or
      enforceability of any of the Transaction Documents or the Securities or (ii)
      could, if there were an unfavorable decision, have or reasonably be expected
      to
      result in a Material Adverse Effect.  Neither the Company nor any
      Subsidiary, nor any director or officer thereof, is or has been the subject
      of
      any Action involving a claim of violation of or liability under federal or
      state
      securities laws or a claim of breach of fiduciary duty.  There has not
      been, and to the knowledge of the Company, there is not pending or contemplated,
      any investigation by the Commission involving the Company or any current or
      former director or officer of the Company.  The Commission has not
      issued any stop order or other order suspending the effectiveness of any
      registration statement filed by the Company or any Subsidiary under the Exchange
      Act or the Securities Act.

     

    (k)    Labor
      Relations.  No material labor dispute exists or, to the knowledge
      of the Company, is imminent with respect to any of the employees of the Company
      which could reasonably be expected to result in a Material Adverse
      Effect.  None of the Company’s or its Subsidiaries’ employees is a
      member of a union that relates to such employee’s relationship with the Company
      or such Subsidiary, and neither the Company nor any of its Subsidiaries is
      a
      party to a collective bargaining agreement, and the Company and its Subsidiaries
      believe that their relationships with their employees are good.  No
      executive officer, to the knowledge of the Company, is, or is now expected
      to
      be, in violation of any material term of any employment contract,
      confidentiality, disclosure or proprietary information agreement or
      non-competition agreement, or any other contract or agreement or any restrictive
      covenant in favor of any third party, and the continued employment of each
      such
      executive officer does not subject the Company or any of its Subsidiaries to
      any
      liability with respect to any of the foregoing matters.  The Company
      and its Subsidiaries are in compliance with all U.S. federal, state, local
      and
      foreign laws and regulations relating to employment and employment practices,
      terms and conditions of employment and wages and hours, except where the failure
      to be in compliance could not, individually or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    (l)    Compliance.  Neither
      the Company nor any Subsidiary (i) is in default under or in violation of (and
      no event has occurred that has not been waived that, with notice or lapse of
      time or both, would result in a default by the Company or any Subsidiary under),
      nor has the Company or any Subsidiary received notice of a claim that it is
      in
      default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), (ii) is in violation of any order of any court,
      arbitrator or governmental body, or (iii) is or has been in violation of any
      statute, rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws applicable to its business
      and all such laws that affect the environment, except in each case as could
      not
      have or reasonably be expected to result in a Material Adverse
      Effect.

     

    (m)    Regulatory
      Permits.  The Company and the Subsidiaries possess all
      certificates, authorizations and permits issued by the appropriate federal,
      state, local or foreign regulatory authorities necessary to conduct their
      respective businesses as described in the SEC Reports, except where the failure
      to possess such permits could not reasonably be expected to result in a Material
      Adverse Effect (“Material Permits”), and neither the Company nor any
      Subsidiary has received any notice of proceedings relating to the revocation
      or
      modification of any Material Permit.

     

    (n)    Title
      to Assets.  The Company and the Subsidiaries have good and
      marketable title in fee simple to all real property owned by them and good
      and
      marketable title in all personal property owned by them that is material to
      the
      business of the Company and the Subsidiaries, in each case free and clear of
      all
      Liens, except for Liens as do not materially affect the value of such property
      and do not materially interfere with the use made and proposed to be made of
      such property by the Company and the Subsidiaries and Liens for the payment
      of
      federal, state or other taxes, the payment of which is neither delinquent nor
      subject to penalties.  Any real property and facilities held under
      lease by the Company and the Subsidiaries are held by them under valid,
      subsisting and enforceable leases with which the Company and the Subsidiaries
      are in compliance.

     

    (o)    Patents
      and Trademarks.  The Company and the Subsidiaries have, or have
      rights to use, all patents, patent applications, trademarks, trademark
      applications, service marks, trade names, trade secrets, inventions, copyrights,
      licenses and other intellectual property rights and similar rights necessary
      or
      material for use in connection with their respective businesses as described
      in
      the SEC Reports and which the failure to so have could have a Material Adverse
      Effect (collectively, the “Intellectual Property
      Rights”).  Neither the Company nor any Subsidiary has received a
      notice (written or otherwise) that any of the Intellectual Property Rights
      used
      by the Company or any Subsidiary violates or infringes upon the rights of any
      Person. To the knowledge of the Company, all such Intellectual Property Rights
      are enforceable and there is no existing infringement by another Person of
      any
      of the Intellectual Property Rights.  The Company and its Subsidiaries
      have taken reasonable security measures to protect the secrecy, confidentiality
      and value of all of their intellectual properties, except where failure to
      do so
      could not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect.

     

    
      
        
        

      

      
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    (p)    Insurance.  Except
      as disclosed in Schedule 3.1(p),the Company and the Subsidiaries are insured
      by
      insurers of recognized financial responsibility against such losses and risks
      and in such amounts as are prudent and customary in the businesses in which
      the
      Company and the Subsidiaries are engaged, including, but not limited to,
      directors and officers insurance coverage at least equal to the aggregate
      Subscription Amount.  Neither the Company nor any Subsidiary has any
      reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business without a
      significant increase in cost.

     

    (q)    Transactions
      with Affiliates and Employees.  Except as set forth in the SEC
      Reports, none of the officers or directors of the Company and, to the knowledge
      of the Company, none of the employees of the Company is presently a party to
      any
      transaction with the Company or any Subsidiary (other than for services as
      employees, officers and directors), including any contract, agreement or other
      arrangement providing for the furnishing of services to or by, providing for
      rental of real or personal property to or from, or otherwise requiring payments
      to or from any officer, director or such employee or, to the knowledge of the
      Company, any entity in which any officer, director, or any such employee has
      a
      substantial interest or is an officer, director, trustee or partner, in each
      case in excess of $60,000 other than for (i) payment of salary or consulting
      fees for services rendered, (ii) reimbursement for expenses incurred on behalf
      of the Company and (iii) other employee benefits, including stock option
      agreements under any stock option plan of the Company.

     

    (r)    Sarbanes-Oxley;
      Internal Accounting Controls.   Except as disclosed in
      Schedule 3.1(r), the Company is in material compliance with all provisions
      of
      the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing
      Date.  The Company and the Subsidiaries maintain a system of internal
      accounting controls sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management’s general or specific
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with GAAP and to maintain
      asset accountability, (iii) access to assets is permitted only in accordance
      with management’s general or specific authorization, and (iv) the recorded
      accountability for assets is compared with the existing assets at reasonable
      intervals and appropriate action is taken with respect to any differences.
      The
      Company has established disclosure controls and procedures (as defined in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
      disclosure controls and procedures to ensure that information required to be
      disclosed by the Company in the reports it files or submits under the Exchange
      Act is recorded, processed, summarized and reported, within the time periods
      specified in the Commission’s rules and forms.  The Company’s
      certifying officers have evaluated the effectiveness of the Company’s disclosure
      controls and procedures as of the end of the period covered by the Company’s
      most recently filed periodic report under the Exchange Act (such date, the
      “Evaluation Date”).  The Company presented in its most recently
      filed periodic report under the Exchange Act the conclusions of the certifying
      officers about the effectiveness of the disclosure controls and procedures
      based
      on their evaluations as of the Evaluation Date.  Since the Evaluation
      Date, there have been no changes in the Company’s internal control over
      financial reporting (as such term is defined in the Exchange Act) that has
      materially affected, or is reasonably likely to materially affect, the Company’s
      internal control over financial reporting.

     

    (s)    Certain
      Fees.  Except as set forth in Schedule 3.1(s), no brokerage
      or finder’s fees or commissions are or will be payable by the Company to any
      broker, financial advisor or consultant, finder, placement agent, investment
      banker, bank or other Person with respect to the transactions contemplated
      by
      the Transaction Documents.  The Purchasers shall have no obligation
      with respect to any fees or with respect to any claims made by or on behalf
      of
      other Persons for fees of a type contemplated in this Section that may be due
      in
      connection with the transactions contemplated by the Transaction
      Documents.

     

    
      
        
        

      

      
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    (t)    Private
      Placement.  Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, no registration
      under
      the Securities Act is required for the offer and sale of the Securities by
      the
      Company to the Purchasers as contemplated hereby. The issuance and sale of
      the
      Securities hereunder does not contravene the rules and regulations of the
      Trading Market.

     

    (u)    Investment
      Company. The Company is not, and is not an Affiliate of, and immediately
      after receipt of payment for the Securities, will not be or be an Affiliate
      required to file as, an “investment company” within the meaning of the
      Investment Company Act of 1940, as amended within a period of one year from
      the
      date hereof.

     

    (v)    Registration
      Rights.  Other than each of the Purchasers, no Person has any
      right to cause the Company to effect the registration under the Securities
      Act
      of any securities of the Company.

     

    (w)    Listing
      and Maintenance Requirements.  The Common Stock is registered
      pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has
      taken no action designed to, or which to its knowledge is likely to have the
      effect of, terminating the registration of the Common Stock under the Exchange
      Act nor has the Company received any notification that the Commission is
      contemplating terminating such registration.  Except as set forth in
Schedule 3.1(h), the Company has not, in the 12 months preceding the date
      hereof, received notice from any Trading Market on which the Common Stock is
      or
      has been listed or quoted to the effect that the Company is not in compliance
      with the listing or maintenance requirements of such Trading Market. The Company
      is, and has no reason to believe that it will not in the foreseeable future
      continue to be, in compliance with all such listing and maintenance
      requirements.

     

    (x)    Application
      of Takeover Protections.  Except as provided in Schedule
      3.1(x), the Company and the Board of Directors have taken all necessary
      action, if any, in order to render inapplicable any control share acquisition,
      business combination, poison pill (including any distribution under a rights
      agreement) or other similar anti-takeover provision under the Company’s
      certificate of incorporation (or similar charter documents) or the laws of
      its
      state of incorporation that is or could become applicable to the Purchasers
      as a
      result of the Purchasers and the Company fulfilling their obligations or
      exercising their rights under the Transaction Documents, including without
      limitation as a result of the Company’s issuance of the Securities and the
      Purchasers’ ownership of the Securities.

     

    (y)    Disclosure.  Except
      with respect to the material terms and conditions of the transactions
      contemplated by the Transaction Documents, the Company confirms that neither
      it
      nor any other Person acting on its behalf has provided any of the Purchasers
      or
      their agents or counsel with any information that it believes constitutes or
      might constitute material, nonpublic information.  The Company
      understands and confirms that the Purchasers will rely on the foregoing
      representation in effecting transactions in securities of the
      Company.  All disclosure furnished by or on behalf of the Company to
      the Purchasers regarding the Company, its business and the transactions
      contemplated hereby, including the Disclosure Schedules to this Agreement,
      is
      true and correct and does not contain any untrue statement of a material fact
      or
      omit to state any material fact necessary in order to make the statements made
      therein, in light of the circumstances under which they were made, not
      misleading.   The press releases disseminated by the Company
      during the twelve months preceding the date of this Agreement taken as a whole
      do not contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they were made
      and
      when made, not misleading.  The Company acknowledges and agrees that
      no Purchaser makes or has made any representations or warranties with respect
      to
      the transactions contemplated hereby other than those specifically set forth
      in
      Section 3.2 hereof.

     

    
      
        
        

      

      
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    (z)    No
      Integrated Offering. Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, except as set
      forth in
      Schedule 3.1(z), neither the Company, nor any of its Affiliates, nor any Person
      acting on its or their behalf has, directly or indirectly, made any offers
      or
      sales of any security or solicited any offers to buy any security, under
      circumstances that would cause this offering of the Securities to be integrated
      with prior offerings by the Company for purposes of (i) the Securities Act
      which
      would require the registration of any such securities under the Securities
      Act,
      or (ii) any applicable shareholder approval provisions of any Trading Market
      on
      which any of the securities of the Company are listed or
      designated.

     

    (aa)    Solvency.  Based
      on the consolidated financial condition of the Company as of the Closing Date
      after giving effect to the receipt by the Company of the proceeds from the
      sale
      of the Securities hereunder and after the consummation of the Merger, (i) the
      fair saleable value of the Company’s assets exceeds the amount that will be
      required to be paid on or in respect of the Company’s existing debts and other
      liabilities (including known contingent liabilities) as they mature, (ii) the
      Company’s assets do not constitute unreasonably small capital to carry on its
      business as now conducted and as proposed to be conducted including its capital
      needs taking into account the particular capital requirements of the business
      conducted by the Company, and projected capital requirements and capital
      availability thereof, and (iii) the anticipated cash flow of the Company,
      together with the proceeds the Company would receive, were it to liquidate
      all
      of its assets, after taking into account all anticipated uses of the cash,
      would
      be sufficient to pay all amounts on or in respect of its liabilities when such
      amounts are required to be paid.  The Company does not intend to incur
      debts beyond its ability to pay such debts as they mature (taking into account
      the timing and amounts of cash to be payable on or in respect of its
      debt).  The Company has no knowledge of any facts or circumstances
      which lead it to believe that it will file for reorganization or liquidation
      under the bankruptcy or reorganization laws of any jurisdiction within one
      year
      from the Closing Date.  Schedule 3.1(aa) sets forth as of the
      date hereof all outstanding secured and unsecured Indebtedness of the Company
      or
      any Subsidiary, or for which the Company or any Subsidiary has
      commitments.  For the purposes of this Agreement,
“Indebtedness” means (a) any liabilities for borrowed money or amounts
      owed in excess of $50,000 (other than trade accounts payable incurred in the
      ordinary course of business), (b) all guaranties, endorsements and other
      contingent obligations in respect of indebtedness of others, whether or not
      the
      same are or should be reflected in the Company’s balance sheet (or the notes
      thereto), except guaranties by endorsement of negotiable instruments for deposit
      or collection or similar transactions in the ordinary course of business; and
      (c) the present value of any lease payments in excess of $50,000 due under
      leases required to be capitalized in accordance with GAAP.  Neither
      the Company nor any Subsidiary is in default with respect to any
      Indebtedness.

     

    (bb)    Tax
      Status. Except for matters that would not, individually or in the
      aggregate, have or reasonably be expected to result in a Material Adverse
      Effect, the Company and each Subsidiary has filed all necessary federal, state
      and foreign income and franchise tax returns and has paid or accrued all taxes
      shown as due thereon, and the Company has no knowledge of a tax deficiency
      which
      has been asserted or threatened against the Company or any
      Subsidiary.

     

    (cc)    No
      General Solicitation. Neither the Company nor any person acting on behalf of
      the Company has offered or sold any of the Securities by any form of general
      solicitation or general advertising.  The Company has offered the
      Securities for sale only to the Purchasers and certain other “accredited
      investors” within the meaning of Rule 501 under the Securities Act.

     

    
      
        
        

      

      
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    (dd)    Foreign
      Corrupt Practices.  Neither the Company, nor to the knowledge of
      the Company, any agent or other person acting on behalf of the Company, has
      (i)
      directly or indirectly, used any funds for unlawful contributions, gifts,
      entertainment or other unlawful expenses related to foreign or domestic
      political activity, (ii) made any unlawful payment to foreign or domestic
      government officials or employees or to any foreign or domestic political
      parties or campaigns from corporate funds, (iii) failed to disclose fully any
      contribution made by the Company (or made by any person acting on its behalf
      of
      which the Company is aware) which is  in violation of law, or (iv)
      violated in any material respect any provision of the Foreign Corrupt Practices
      Act of 1977, as amended.

     

    (ee)    Accountants.  The
      Company’s accounting firm is set forth on Schedule 3.1(ee) of the
      Disclosure Schedule.  To the knowledge and belief of the Company, such
      accounting firm (i) is a registered public accounting firm as required by the
      Exchange Act and (ii) shall express its opinion with respect to the financial
      statements to be included in the Company’s Annual Report for the year ending May
      31, 2008.

     

    (ff)    Seniority.  Except
      as set forth on Schedule 3.1(ff), as of the Closing Date, no Indebtedness
      or other claim against the Company is senior to the Debentures in right of
      payment, whether with respect to interest or upon liquidation or dissolution,
      or
      otherwise, other than indebtedness secured by purchase money security interests
      (which is senior only as to underlying assets covered thereby) and capital
      lease
      obligations (which is senior only as to the property covered
      thereby).

     

    (gg)    No
      Disagreements with Accountants and Lawyers.  There are no
      disagreements of any kind presently existing, or reasonably anticipated by
      the
      Company to arise, between the Company and the accountants and lawyers formerly
      or presently employed by the Company and the Company is current with respect
      to
      any fees owed to its accountants and lawyers which could affect the Company’s
      ability to perform any of its obligations under any of the Transaction
      Documents.

     

    (hh)    Acknowledgment
      Regarding Purchasers’ Purchase of Securities.  The Company
      acknowledges and agrees that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated thereby.  The Company further
      acknowledges that no Purchaser is acting as a financial advisor or fiduciary
      of
      the Company (or in any similar capacity) with respect to the Transaction
      Documents and the transactions contemplated thereby and any advice given by
      any
      Purchaser or any of their respective representatives or agents in connection
      with the Transaction Documents and the transactions contemplated thereby is
      merely incidental to the Purchasers’ purchase of the Securities.  The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement and the other Transaction Documents has been based
      solely on the independent evaluation of the transactions contemplated hereby
      by
      the Company and its representatives.


    
      
        
        

      

      
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    (ii)    Acknowledgment
      Regarding Purchasers’ Trading Activity.  Notwithstanding anything
      in this Agreement or elsewhere herein to the contrary (except for
      Sections 3.2(f) and 4.15 hereof), it is understood and acknowledged by the
      Company that (i) none of the Purchasers has been asked to agree by the Company,
      nor has any Purchaser agreed, to desist from purchasing or selling, long and/or
      short, securities of the Company, or “derivative” securities based on securities
      issued by the Company or to hold the Securities for any specified term, (ii)
      past or future open market or other transactions by any Purchaser, specifically
      including, without limitation, Short Sales or “derivative” transactions, before
      or after the closing of this or future private placement transactions, may
      negatively impact the market price of the Company’s publicly-traded securities,
      (iii) any Purchaser, and counter-parties in “derivative” transactions to which
      any such Purchaser is a party, directly or indirectly, may presently have a
      “short” position in the Common Stock, and (iv) each Purchaser shall not be
      deemed to have any affiliation with or control over any arm’s length
      counter-party in any “derivative” transaction.  The Company further
      understands and acknowledges that (a) one or more Purchasers may engage in
      hedging activities at various times during the period that the Securities are
      outstanding, including, without limitation, during the periods that the value
      of
      the Underlying Shares deliverable with respect to Securities are being
      determined and (b) such hedging activities (if any) could reduce the value
      of
      the existing stockholders' equity interests in the Company at and after the
      time
      that the hedging activities are being conducted.  The Company acknowledges
      that such aforementioned hedging activities do not constitute a breach of any
      of
      the Transaction Documents.

     

    (jj)    Regulation
      M Compliance.  The Company has not, and to its knowledge no one acting
      on its behalf has, (i) taken, directly or indirectly, any action designed to
      cause or to result in the stabilization or manipulation of the price of any
      security of the Company to facilitate the sale or resale of any of the
      Securities, (ii) sold, bid for, purchased, or paid any compensation for
      soliciting purchases of, any of the securities of the Company or (iii) paid
      or
      agreed to pay to any Person any compensation for soliciting another to purchase
      any other securities of the Company, other than, in the case of clauses (ii)
      and
      (iii), compensation paid to the Company’s placement agent in connection with the
      placement of the Securities.

     

    3.2    Representations
      and Warranties of the Purchasers.    Each Purchaser, for
      itself and for no other Purchaser hereby, represents and warrants as of the
      date
      hereof and as of the Closing Date to the Company as follows:

     

    (a)    Organization;
      Authority.  Such Purchaser is an entity duly organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      organization with full right, corporate or partnership power and authority
      to
      enter into and to consummate the transactions contemplated by the Transaction
      Documents and otherwise to carry out its obligations hereunder and thereunder.
      The execution and delivery of the Transaction Documents and performance by
      such
      Purchaser of the transactions contemplated by the Transaction Documents have
      been duly authorized by all necessary corporate or similar action on the part
      of
      such Purchaser.  Each Transaction Document to which it is a party has
      been duly executed by such Purchaser, and when delivered by such Purchaser
      in
      accordance with the terms hereof, will constitute the valid and legally binding
      obligation of such Purchaser, enforceable against it in accordance with its
      terms, except (i) as limited by general equitable principles and applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors’ rights generally, (ii) as
      limited by laws relating to the availability of specific performance, injunctive
      relief or other equitable remedies and (iii) insofar as indemnification and
      contribution provisions may be limited by applicable law.

     

    
      
        
        

      

      
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    (b)    Own
      Account.  Such Purchaser understands that the Securities are
“restricted securities” and have not been registered under the Securities Act or
      any applicable state securities law and is acquiring the Securities as principal
      for its own account and not with a view to or for distributing or reselling
      such
      Securities or any part thereof in violation of the Securities Act or any
      applicable state securities law, has no present intention of distributing any
      of
      such Securities in violation of the Securities Act or any applicable state
      securities law and has no direct or indirect arrangement or understandings
      with
      any other persons to distribute or regarding the distribution of such Securities
      (this representation and warranty not limiting such Purchaser’s right to sell
      the Securities pursuant to the Registration Statement or otherwise in compliance
      with applicable federal and state securities laws) in violation of the
      Securities Act or any applicable state securities law.  Such Purchaser
      is acquiring the Securities hereunder in the ordinary course of its
      business.

     

    (c)    Purchaser
      Status.  At the time such Purchaser was offered the Securities, it
      was, and at the date hereof it is, and on each date on which it exercises any
      Warrants or converts any Debentures it will be either: (i) an “accredited
      investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
      the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule
      144A(a) under the Securities Act.  Such Purchaser is not required to
      be registered as a broker-dealer under Section 15 of the Exchange
      Act.

     

    (d)    Experience
      of Such Purchaser.  Such Purchaser, either alone or together with
      its representatives, has such knowledge, sophistication and experience in
      business and financial matters so as to be capable of evaluating the merits
      and
      risks of the prospective investment in the Securities, and has so evaluated
      the
      merits and risks of such investment.  Such Purchaser is able to bear
      the economic risk of an investment in the Securities and, at the present time,
      is able to afford a complete loss of such investment.

     

    (e)    General
      Solicitation.  Such Purchaser is not purchasing the Securities as
      a result of any advertisement, article, notice or other communication regarding
      the Securities published in any newspaper, magazine or similar media or
      broadcast over television or radio or presented at any seminar or any other
      general solicitation or general advertisement.

     

    (f)    Short
      Sales and Confidentiality Prior To The Date Hereof.  Other
      than consummating the transactions contemplated hereunder, such Purchaser has
      not directly or indirectly, nor has any Person acting on behalf of or pursuant
      to any understanding with such Purchaser, executed any purchases or sales,
      including Short Sales, of the securities of the Company during the period
      commencing from the time that such Purchaser first received a term sheet
      (written or oral) from the Company or any other Person representing the Company
      setting forth the material terms of the transactions contemplated hereunder
      until the date hereof (“Discussion Time”).  Notwithstanding the
      foregoing, in the case of a Purchaser that is a multi-managed investment vehicle
      whereby separate portfolio managers manage separate portions of such Purchaser's
      assets and the portfolio managers have no direct knowledge of the investment
      decisions made by the portfolio managers managing other portions of such
      Purchaser's assets, the representation set forth above shall only apply with
      respect to the portion of assets managed by the portfolio manager that made
      the
      investment decision to purchase the Securities covered by this
      Agreement.  Other than to other Persons party to this Agreement, such
      Purchaser has maintained the confidentiality of all disclosures made to it
      in
      connection with this transaction (including the existence and terms of this
      transaction).

     

    
      
        
        

      

      
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    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1    Transfer
      Restrictions.

     

    (a)    The
      Securities may only be disposed of in compliance with state and federal
      securities laws.  In connection with any transfer of Securities other
      than pursuant to an effective registration statement or Rule 144, to the Company
      or to an Affiliate of a Purchaser or in connection with a pledge as contemplated
      in Section 4.1(b), the Company may require the transferor thereof to provide
      to
      the Company an opinion of counsel selected by the transferor and reasonably
      acceptable to the Company, the form and substance of which opinion shall be
      reasonably satisfactory to the Company, to the effect that such transfer does
      not require registration of such transferred Securities under the Securities
      Act.  As a condition of transfer, any such transferee shall agree in
      writing to be bound by the terms of this Agreement and shall have the rights
      of
      a Purchaser under this Agreement and the Registration Rights
      Agreement.

     

    (b)    The
      Purchasers agree to the imprinting, so long as is required by this Section
      4.1,
      of a legend on any of the Securities in the following form:

     

    [NEITHER]
      THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE]
      [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
      TO
      AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
      TO
      THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
      ACCEPTABLE TO THE COMPANY.  THIS SECURITY [AND THE SECURITIES ISSUABLE
      UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION
      WITH
      A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

     

    The
      Company acknowledges and agrees that a Purchaser may from time to time pledge
      pursuant to a bona fide margin agreement with a registered broker-dealer or
      grant a security interest in some or all of the Securities to a financial
      institution that is an “accredited investor” as defined in Rule 501(a) under the
      Securities Act and who agrees to be bound by the provisions of this Agreement
      and the Registration Rights Agreement and, if required under the terms of such
      arrangement, such Purchaser may transfer pledged or secured Securities to the
      pledgees or secured parties.  Such a pledge or transfer would not be
      subject to approval of the Company and no legal opinion of legal counsel of
      the
      pledgee, secured party or pledgor shall be required in connection
      therewith.  Further, no notice shall be required of such
      pledge.  At the appropriate Purchaser’s expense, the Company will
      execute and deliver such reasonable documentation as a pledgee or secured party
      of Securities may reasonably request in connection with a pledge or transfer
      of
      the Securities, including, if the Securities are subject to registration
      pursuant to the Registration Rights Agreement, the preparation and filing of
      any
      required prospectus supplement under Rule 424(b)(3) under the Securities Act
      or
      other applicable provision of the Securities Act to appropriately amend the
      list
      of Selling Stockholders thereunder.

     

    
      
        
        

      

      
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    (c)    Certificates
      evidencing the Underlying Shares shall not contain any legend (including the
      legend set forth in Section 4.1(b) hereof): (i) while a registration statement
      (including the Registration Statement) covering the resale of such security
      is
      effective under the Securities Act, or (ii) following any sale of such
      Underlying Shares pursuant to Rule 144, or (iii) if such Underlying Shares
      are
      eligible for sale under Rule 144(k), or (iv) if such legend is not required
      under applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the staff of the Commission).
      The
      Company shall cause its counsel to issue a legal opinion to the Transfer Agent
      promptly after the Effective Date if required by the Transfer Agent to effect
      the removal of the legend hereunder.  If all or any portion of a
      Debenture or Warrant is converted or exercised (as applicable) at a time when
      there is an effective registration statement to cover the resale of the
      Underlying Shares, or if such Underlying Shares may be sold under Rule 144(k)
      or
      if such legend is not otherwise required under applicable requirements of the
      Securities Act (including judicial interpretations and pronouncements issued
      by
      the staff of the Commission) then such Underlying Shares shall be issued free
      of
      all legends.  The Company agrees that following the Effective Date or
      at such time as such legend is no longer required under this Section 4.1(c),
      it
      will, no later than three Trading Days following the delivery by a Purchaser
      to
      the Company or the Transfer Agent of a certificate representing Underlying
      Shares, as applicable, issued with a restrictive legend (such third Trading
      Day,
      the “Legend Removal Date”), deliver or cause to be delivered to such
      Purchaser a certificate representing such shares that is free from all
      restrictive and other legends.  The Company may not make any notation
      on its records or give instructions to the Transfer Agent that enlarge the
      restrictions on transfer set forth in this Section.  Certificates for
      Underlying Shares subject to legend removal hereunder shall be transmitted
      by
      the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s
      prime broker with the Depository Trust Company System as directed by such
      Purchaser.

     

    (d)    In
      addition to such Purchaser’s other available remedies, the Company shall pay to
      a Purchaser, in cash, as partial liquidated damages and not as a penalty, for
      each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on
      the
      date such Securities are submitted to the Transfer Agent) delivered for removal
      of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day
      (increasing to $20 per Trading Day 5 Trading Days after such damages have begun
      to accrue) for each Trading Day after the second (2nd) Trading
      Day after
      the Legend Removal Date until such certificate is delivered without a
      legend.  Nothing herein shall limit such Purchaser’s right to pursue
      actual damages for the Company’s failure to deliver certificates representing
      any Securities as required by the Transaction Documents, and such Purchaser
      shall have the right to pursue all remedies available to it at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief.

     

    (e)    Each
      Purchaser, severally and not jointly with the other Purchasers, agrees that
      such
      Purchaser will sell any Securities pursuant to either the registration
      requirements of the Securities Act, including any applicable prospectus delivery
      requirements, or an exemption therefrom, and that if Securities are sold
      pursuant to a Registration Statement, they will be sold in compliance with
      the
      plan of distribution set forth therein, and acknowledges that the removal of
      the
      restrictive legend from certificates representing Securities as set forth in
      this Section 4.1 is predicated upon the Company’s reliance upon this
      understanding.

     

    
      
        
        

      

      
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    4.2    Acknowledgment
      of Dilution.  The Company acknowledges that the issuance of the
      Securities may result in dilution of the outstanding shares of Common Stock,
      which dilution may be substantial under certain market
      conditions.  The Company further acknowledges that its obligations
      under the Transaction Documents, including without limitation its obligation
      to
      issue the Underlying Shares pursuant to the Transaction Documents, are
      unconditional and absolute and not subject to any right of set off,
      counterclaim, delay or reduction, regardless of the effect of any such dilution
      or any claim the Company may have against any Purchaser and regardless of the
      dilutive effect that such issuance may have on the ownership of the other
      stockholders of the Company.

     

    4.3    Furnishing
      of Information.  Until the earliest of the time that (i) no
      Purchaser owns Securities or (ii) the Warrants have expired, the Company
      covenants to timely file (or obtain extensions in respect thereof and file
      within the applicable grace period) all reports required to be filed by the
      Company after the date hereof pursuant to the Exchange Act even if the Company
      is not then subject to the reporting requirements of the Exchange
      Act.    As long as any Purchaser owns Securities, if the
      Company is not required to file reports pursuant to the Exchange Act, it will
      prepare and furnish to the Purchasers and make publicly available in accordance
      with Rule 144(c) such information as is required for the Purchasers to sell
      the
      Securities under Rule 144.  The Company further covenants that it will
      take such further action as any holder of Securities may reasonably request,
      to
      the extent required from time to time to enable such Person to sell such
      Securities without registration under the Securities Act within the requirements
      of the exemption provided by Rule 144.

     

    4.4    Integration.  The
      Company shall not sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the Securities
      Act) that would be integrated with the offer or sale of the Securities to the
      Purchasers in a manner that would require the registration under the Securities
      Act of the sale of the Securities to the Purchasers or that would be integrated
      with the offer or sale of the Securities for purposes of the rules and
      regulations of any Trading Market.

     

    4.5    Conversion
      and Exercise Procedures.  The form of Notice of Exercise included
      in the Warrants and the form of Notice of Conversion included in the
      Debentures set forth the totality of the procedures
      required of the Purchasers in order to exercise the Warrants or convert the
      Debentures.  No additional legal opinion or other information or
      instructions shall be required of the Purchasers to exercise their Warrants
      or
      convert their Debentures.  The Company shall honor exercises of the
      Warrants and conversions of the Debentures and shall deliver Underlying Shares
      in accordance with the terms, conditions and time periods set forth in the
      Transaction Documents.

     

    4.6    Securities
      Laws Disclosure; Publicity.  The Company shall, by 8:30 a.m. (New
      York City time) on the fourth (4th) Trading
      Day
      following the date hereof, issue a Current Report on Form 8-K disclosing the
      material terms of the transactions contemplated hereby and attaching the
      Transaction Documents as exhibits thereto.  The Company and each
      Purchaser shall consult with each other in issuing any other press releases
      with
      respect to the transactions contemplated hereby, and neither the Company nor
      any
      Purchaser shall issue any such press release or otherwise make any such public
      statement without the prior consent of the Company, with respect to any press
      release of any Purchaser, or without the prior consent of each Purchaser, with
      respect to any press release of the Company, which consent shall not
      unreasonably be withheld or delayed, except if such disclosure is required
      by
      law, in which case the disclosing party shall promptly provide the other party
      with prior notice of such public statement or
      communication.  Notwithstanding the foregoing, the Company shall not
      publicly disclose the name of any Purchaser, or include the name of any
      Purchaser in any filing with the Commission or any regulatory agency or Trading
      Market, without the prior written consent of such Purchaser, except (i) as
      required by federal securities law in connection with (A) any registration
      statement contemplated by the Registration Rights Agreement and (B) the filing
      of final Transaction Documents (including signature pages thereto) with the
      Commission and (ii) to the extent such disclosure is required by law or Trading
      Market regulations, in which case the Company shall provide the Purchasers
      with
      prior notice of such disclosure permitted under this clause (ii).

     

    
      
        
        

      

      
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    4.7    Shareholder
      Rights Plan.  No claim will be made or enforced by the Company or,
      with the consent of the Company, any other Person, that any Purchaser is an
      “Acquiring Person” under any control share acquisition, business combination,
      poison pill (including any distribution under a rights agreement) or similar
      anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
      or that any Purchaser could be deemed to trigger the provisions of any such
      plan
      or arrangement, by virtue of receiving Securities under the Transaction
      Documents or under any other agreement between the Company and the
      Purchasers.

     

    4.8    Non-Public
      Information.  Except with respect to the material terms and
      conditions of the transactions contemplated by the Transaction Documents, the
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Purchaser shall have executed a written agreement regarding
      the confidentiality and use of such information.  The Company
      understands and confirms that each Purchaser shall be relying on the foregoing
      covenant in effecting transactions in securities of the Company.

     

    4.9    Use
      of
      Proceeds.  Except as set forth on Schedule 4.9 attached
      hereto, the Company shall use the net proceeds from the sale of the Securities
      hereunder for working capital purposes, including, but not limited to, a loan
      to
      the Target, and shall not use such proceeds for (a) the satisfaction of any
      portion of the Company’s debt (other than payment of trade payables in the
      ordinary course of the Company’s business and prior practices), (b) the
      redemption of any Common Stock or Common Stock Equivalents or (c) the settlement
      of any outstanding litigation.

     

    4.10   Indemnification
      of Purchasers.   Subject to the provisions of this Section
      4.10, the Company will indemnify and hold each Purchaser and its directors,
      officers, stockholders, members, partners, employees and agents (and any other
      Persons with a functionally equivalent role of a Person holding such titles
      notwithstanding a lack of such title or any other title), each Person who
      controls such Purchaser (within the meaning of Section 15 of the Securities
      Act
      and Section 20 of the Exchange Act), and the directors, officers, stockholders,
      agents, members, partners or employees (and any other Persons with a
      functionally equivalent role of a Person holding such titles notwithstanding
      a
      lack of such title or any other title) of such controlling person (each, a
      “Purchaser Party”) harmless from any and all losses, liabilities,
      obligations, claims, contingencies, damages, costs and expenses, including
      all
      judgments, amounts paid in settlements, court costs and reasonable attorneys’
fees and costs of investigation that any such Purchaser Party may suffer or
      incur as a result of or relating to (a) any breach of any of the
      representations, warranties, covenants or agreements made by the Company in
      this
      Agreement or in the other Transaction Documents or (b) any action instituted
      against a Purchaser in any capacity, or any of them or their respective
      Affiliates, by any stockholder of the Company who is not an Affiliate of such
      Purchaser, with respect to any of the transactions contemplated by the
      Transaction Documents (unless such action is based upon a breach of such
      Purchaser’s representations, warranties or covenants under the Transaction
      Documents or any agreements or understandings such Purchaser may have with
      any
      such stockholder or any violations by the Purchaser of state or federal
      securities laws or any conduct by such Purchaser which constitutes fraud, gross
      negligence, willful misconduct or malfeasance).  If any action shall
      be brought against any Purchaser Party in respect of which indemnity may be
      sought pursuant to this Agreement, such Purchaser Party shall promptly notify
      the Company in writing, and the Company shall have the right to assume the
      defense thereof with counsel of its own choosing reasonably acceptable to the
      Purchaser Party.  Any Purchaser Party shall have the right to employ
      separate counsel in any such action and participate in the defense thereof,
      but
      the fees and expenses of such counsel shall be at the expense of such Purchaser
      Party except to the extent that (i) the employment thereof has been specifically
      authorized by the Company in writing, (ii) the Company has failed after a
      reasonable period of time to assume such defense and to employ counsel or (iii)
      in such action there is, in the reasonable opinion of such separate counsel,
      a
      material conflict on any material issue between the position of the Company
      and
      the position of such Purchaser Party, in which case the Company shall be
      responsible for the reasonable fees and expenses of no more than one such
      separate counsel.  The Company will not be liable to any Purchaser
      Party under this Agreement (i) for any settlement by a Purchaser Party effected
      without the Company’s prior written consent, which shall not be unreasonably
      withheld or delayed; or (ii) to the extent, but only to the extent that a loss,
      claim, damage or liability is attributable to any Purchaser Party’s breach of
      any of the representations, warranties, covenants or agreements made by such
      Purchaser Party in this Agreement or in the other Transaction
      Documents.

     

    
      
        
        

      

      
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    4.11    Reservation
      and Listing of Securities.

     

    (a)    On
      the
      business day immediately following the date on which Authorized Share Approval
      is obtained, the Company shall maintain a reserve from its duly authorized
      shares of Common Stock for issuance pursuant to the Transaction Documents in
      an
      amount equal to the Required Minimum on such date.

     

    (b)    If,
      on
      any date, the number of authorized but unissued (and otherwise unreserved)
      shares of Common Stock is less than the Required Minimum on such date, then
      the
      Board of Directors shall use commercially reasonable efforts to amend the
      Company’s certificate or articles of incorporation to increase the number of
      authorized but unissued shares of Common Stock to at least the Required Minimum
      at such time, as soon as possible and in any event not later than the 75th
      day
      after such date.

     

    (c)    The
      Company shall, if applicable: (i) in the time and manner required by the
      principal Trading Market, prepare and file with such Trading Market an
      additional shares listing application covering a number of shares of Common
      Stock at least equal to the Required Minimum on the date of such application,
      (ii) take all steps necessary to cause such shares of Common Stock to be
      approved for listing on such Trading Market as soon as possible thereafter,
      (iii) provide to the Purchasers evidence of such listing, and (iv) maintain
      the
      listing of such Common Stock on any date at least equal to the Required Minimum
      on such date on such Trading Market or another Trading Market.

     

    (d)    In
      addition, the Company shall file an information statement on Schedule 14C with
      the Commission no later than February 15, 2008 in connection with the executed
      Action by Written Consent of the Stockholders and Authorized Share Approval
      and
      shall use commercially reasonably efforts to promptly respond to any comments
      on
      such Schedule 14C from the Commission.  The Company shall file the
      Amendment as promptly as possible in a manner consistent with Section 14(c)
      of
      the Exchange Act.  In the event that such action by written consent of
      the stockholders is not practicable, the Company shall hold a special meeting
      of
      stockholders (which may also be at the annual meeting of stockholders) within
      30
      calendar days of the date that the Company determines in good faith that such
      action by written consent of the stockholders is not practicable for the purpose
      of obtaining Authorized Share Approval, with the recommendation of the Board
      of
      Directors that such proposal is approved, and the Company shall solicit proxies
      from its stockholders in connection therewith in the same manner as all other
      management proposals in such proxy statement and all management-appointed proxy
      holders shall vote their proxies in favor of such proposal.  If the
      Company does not obtain Authorized Share Approval at the first meeting, the
      Company shall call a meeting every 4 months thereafter or shall solicit written
      consent every 1 month thereafter until the earlier of (a) the date that
      Authorized Share Approval is obtained and (b) the date on which no Debentures
      remain outstanding.  Each Purchaser hereby agrees with the Company
      that it shall vote its shares of Common Stock which are eligible to vote at
      any
      such stockholder meeting or in connection with any consent solicitation in
      favor
      of Authorized Share Approval.

     

    
      
        
        

      

      
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    4.12    Participation
      in Future Financing.

     

    (a)    From
      the
      date hereof until the date that is the later of (i) the date when no Debentures
      remain outstanding and (ii) the 24 month anniversary of the Effective Date,
      upon
      any issuance by the Company or any of its Subsidiaries of Common Stock or Common
      Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have
      the right to participate in up to an amount of the Subsequent Financing equal
      to
      100% of the Subsequent Financing (the “Participation Maximum”) on the
      same terms, conditions and price provided for in the Subsequent
      Financing.

     

    (b)    At
      least
      5 Trading Days prior to the closing of the Subsequent Financing, the Company
      shall deliver to each Purchaser a written notice of its intention to effect
      a
      Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such
      Purchaser if it wants to review the details of such financing (such additional
      notice, a “Subsequent Financing Notice”).  Upon the request of
      a Purchaser, and only upon a request by such Purchaser, for a Subsequent
      Financing Notice, the Company shall promptly, but no later than 1 Trading Day
      after such request, deliver a Subsequent Financing Notice to such
      Purchaser.  The Subsequent Financing Notice shall describe in
      reasonable detail the proposed terms of such Subsequent Financing, the amount
      of
      proceeds intended to be raised thereunder and the Person or Persons through
      or
      with whom such Subsequent Financing is proposed to be effected and shall include
      a term sheet or similar document relating thereto as an attachment.

     

    (c)    Any
      Purchaser desiring to participate in such Subsequent Financing must provide
      written notice to the Company by not later than 5:30 p.m. (New York City time)
      on the 5th
      Trading Day after all of the Purchasers have received the Pre-Notice that the
      Purchaser is willing to participate in the Subsequent Financing, the amount
      of
      the Purchaser’s participation, and that the Purchaser has such funds ready,
      willing, and available for investment on the terms set forth in the Subsequent
      Financing Notice.  If the Company receives no notice from a Purchaser
      as of such 5th
      Trading Day, such Purchaser shall be deemed to have notified the Company that
      it
      does not elect to participate.

     

    (d)    If
      by
      5:30 p.m. (New York City time) on the 5th Trading
      Day after
      all of the Purchasers have received the Pre-Notice, notifications by the
      Purchasers of their willingness to participate in the Subsequent Financing
      (or
      to cause their designees to participate) is, in the aggregate, less than the
      total amount of the Subsequent Financing, then the Company may effect the
      remaining portion of such Subsequent Financing on the terms and with the Persons
      set forth in the Subsequent Financing Notice.

     

    (e)    If
      by
      5:30 p.m. (New York City time) on the 5th Trading
      Day after
      all of the Purchasers have received the Pre-Notice, the Company receives
      responses to a Subsequent Financing Notice from Purchasers seeking to purchase
      more than the aggregate amount of the Participation Maximum, each such Purchaser
      shall have the right to purchase its Pro Rata Portion (as defined below) of
      the
      Participation Maximum.  “Pro Rata Portion” means the ratio of (x)
      the Subscription Amount of Securities purchased on the Closing Date by a
      Purchaser participating under this Section 4.12 and (y) the sum of the aggregate
      Subscription Amounts of Securities purchased on the Closing Date by all
      Purchasers participating under this Section 4.12.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (f)    The
      Company must provide the Purchasers with a second Subsequent Financing Notice,
      and the Purchasers will again have the right of participation set forth above
      in
      this Section 4.12, if the Subsequent Financing subject to the initial Subsequent
      Financing Notice is not consummated for any reason on the terms set forth in
      such Subsequent Financing Notice within 60 Trading Days after the date of the
      initial Subsequent Financing Notice.

     

    (g)    Notwithstanding
      the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt
      Issuance including, without limitation, an investment by Summit Partners, London
      Stock Exchange and/or its subsidiary the AIM, the New York Stock Exchange,
      Euronext, NASDAQ, ICE, Duecheborse, Dubai Investment Authority, Qatar Investment
      Authority, or the American Stock Exchange, or (ii) an underwritten public
      offering of Common Stock.

     

    4.13    Subsequent
      Equity Sales.  From the date hereof until such time as no
      Purchaser holds any of the Securities, the Company shall be prohibited from
      effecting or entering into an agreement to effect any Subsequent Financing
      involving a Variable Rate Transaction. “Variable Rate Transaction” means
      a transaction in which the Company issues or sells (i) any debt or equity
      securities that are convertible into, exchangeable or exercisable for, or
      include the right to receive additional shares of Common Stock either (A) at
      a
      conversion, exercise or exchange rate or other price that is based upon and/or
      varies with the trading prices of or quotations for the shares of Common Stock
      at any time after the initial issuance of such debt or equity securities, or
      (B)
      with a conversion, exercise or exchange price that is subject to being reset
      at
      some future date after the initial issuance of such debt or equity security
      or
      upon the occurrence of specified or contingent events directly or indirectly
      related to the business of the Company or the market for the Common Stock or
      (ii) enters into any agreement, including, but not limited to, an equity line
      of
      credit, whereby the Company may sell securities at a future determined
      price.   Notwithstanding the foregoing, this Section 4.13 shall
      not apply in respect of an Exempt Issuance, except that no Variable Rate
      Transaction shall be an Exempt Issuance.

     

    4.14    Equal
      Treatment of Purchasers.  No consideration shall be offered or
      paid to any Person to amend or consent to a waiver or modification of any
      provision of any of the Transaction Documents unless the same consideration
      is
      also offered to all of the parties to the Transaction Documents. Further, the
      Company shall not make any payment of principal or interest on the Debentures
      in
      amounts which are disproportionate to the respective principal amounts
      outstanding on the Debentures at any applicable time.  For
      clarification purposes, this provision constitutes a separate right granted
      to
      each Purchaser by the Company and negotiated separately by each Purchaser,
      and
      is intended for the Company to treat the Purchasers as a class and shall not
      in
      any way be construed as the Purchasers acting in concert or as a group with
      respect to the purchase, disposition or voting of Securities or
      otherwise.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    4.15    Short
      Sales and Confidentiality After The Date Hereof. Each Purchaser, severally
      and not jointly with the other Purchasers, covenants that neither it nor any
      Affiliate acting on its behalf or pursuant to any understanding with it will
      execute any Short Sales during the period commencing at the Discussion Time
      and
      ending at the time that the transactions contemplated by this Agreement are
      first publicly announced as described in Section 4.6.  Each Purchaser,
      severally and not jointly with the other Purchasers, covenants that until such
      time as the transactions contemplated by this Agreement are publicly disclosed
      by the Company as described in Section 4.6, such Purchaser will maintain the
      confidentiality of the existence and terms of this transaction and the
      information included in the Disclosure Schedules.  Each Purchaser severally
      and not jointly with any other Purchaser understands and acknowledges, and
      agrees, to act in a manner that will not violate the positions of the Commission
      as set forth in Item 65, Section A, of the Manual of Publicly Available
      Telephone Interpretations, dated July 1997, compiled by the Office of Chief
      Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no
      Purchaser makes any representation, warranty or covenant hereby that it will
      not
      engage in Short Sales in the securities of the Company after the time that
      the
      transactions contemplated by this Agreement are first publicly announced as
      described in Section 4.6.  Notwithstanding the foregoing, in the case of a
      Purchaser that is a multi-managed investment vehicle whereby separate portfolio
      managers manage separate portions of such Purchaser’s assets and the portfolio
      managers have no direct knowledge of the investment decisions made by the
      portfolio managers managing other portions of such Purchaser’s assets, the
      covenant set forth above shall only apply with respect to the portion of assets
      managed by the portfolio manager that made the investment decision to purchase
      the Securities covered by this Agreement.

     

    4.16    Form
      D; Blue Sky Filings.  The Company agrees to timely file a Form D
      with respect to the Securities as required under Regulation D and to provide
      a
      copy thereof, promptly upon request of any Purchaser. The Company shall take
      such action as the Company shall reasonably determine is necessary in order
      to
      obtain an exemption for, or to qualify the Securities for, sale to the
      Purchasers at the Closing under applicable securities or “Blue Sky” laws of the
      states of the United States, and shall provide evidence of such actions promptly
      upon request of any Purchaser.

     

    4.17    Capital
      Changes.  Until the one year anniversary of the Effective Date,
      the Company shall not undertake a reverse or forward stock split or
      reclassification of the Common Stock without the prior written consent of the
      Purchasers holding a majority in principal amount outstanding of the Debentures,
      except as contemplated the Merger.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1    Termination. 
      This Agreement may be terminated by any Purchaser, as to such Purchaser’s
      obligations hereunder only and without any effect whatsoever on the obligations
      between the Company and the other Purchasers, by written notice to the other
      parties, if the Closing has not been consummated on or before November 15,
      2007;
provided, however, that such termination will not affect the right
      of any party to sue for any breach by the other party (or parties).

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    5.2    Fees
      and Expenses.  At the Closing, the Company has agreed to reimburse
      Empire Financial Group (“Empire”) the non-accountable sum of $25,000 for
      its legal fees and expenses, The Company shall deliver to each Purchaser, prior
      to the Closing, a completed and executed copy of the Closing Statement attached
      hereto as Annex A.  Except as expressly set forth in the
      Transaction Documents to the contrary, each party shall pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by such party incident to the negotiation,
      preparation, execution, delivery and performance of this
      Agreement.  The Company shall pay all transfer agent fees, stamp taxes
      and other taxes and duties levied in connection with the delivery of any
      Securities to the Purchasers.

     

    5.3    Entire
      Agreement.  The Transaction Documents, together with the exhibits
      and schedules thereto, contain the entire understanding of the parties with
      respect to the subject matter hereof and supersede all prior agreements and
      understandings, oral or written, with respect to such matters, which the parties
      acknowledge have been merged into such documents, exhibits and
      schedules.

     

    5.4    Notices.  Any
      and all notices or other communications or deliveries required or permitted
      to
      be provided hereunder shall be in writing and shall be deemed given and
      effective on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on
      the signature pages attached hereto prior to 5:30 p.m. (New York City time)
      on a
      Trading Day, (b) the next Trading Day after the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      set
      forth on the signature pages attached hereto on a day that is not a Trading
      Day
      or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
      Trading Day following the date of mailing, if sent by U.S. nationally recognized
      overnight courier service, or (d) upon actual receipt by the party to whom
      such
      notice is required to be given.  The address for such notices and
      communications shall be as set forth on the signature pages attached
      hereto.

     

    5.5    Amendments;
      Waivers.  No provision of this Agreement may be waived, modified,
      supplemented or amended except in a written instrument signed, in the case
      of an
      amendment, by the Company and the Purchasers of at least 67% in interest of
      the
      Securities still held by Purchasers or, in the case of a waiver, by the party
      against whom enforcement of any such waived provision is sought.  No
      waiver of any default with respect to any provision, condition or requirement
      of
      this Agreement shall be deemed to be a continuing waiver in the future or a
      waiver of any subsequent default or a waiver of any other provision, condition
      or requirement hereof, nor shall any delay or omission of any party to exercise
      any right hereunder in any manner impair the exercise of any such
      right.

     

    5.6    Headings.  The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    5.7    Successors
      and Assigns.  This Agreement shall be binding upon and inure to
      the benefit of the parties and their successors and permitted
      assigns.  The Company may not assign this Agreement or any rights or
      obligations hereunder without the prior written consent of each Purchaser (other
      than by merger).  Any Purchaser may assign any or all of its rights
      under this Agreement to any Person to whom such Purchaser assigns or transfers
      any Securities, provided that such transferee agrees in writing to be bound,
      with respect to the transferred Securities, by the provisions of the Transaction
      Documents that apply to the “Purchasers.”

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    5.8    No
      Third-Party Beneficiaries.  This Agreement is intended for the
      benefit of the parties hereto and their respective successors and permitted
      assigns and is not for the benefit of, nor may any provision hereof be enforced
      by, any other Person, except as otherwise set forth in Section
      4.10.

     

    5.9    Governing
      Law.  All questions concerning the construction, validity,
      enforcement and interpretation of the Transaction Documents shall be governed
      by
      and construed and enforced in accordance with the internal laws of the State
      of
      New York, without regard to the principles of conflicts of law
      thereof.  Each party agrees that all legal proceedings concerning the
      interpretations, enforcement and defense of the transactions contemplated by
      this Agreement and any other Transaction Documents (whether brought against
      a
      party hereto or its respective affiliates, directors, officers, stockholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the City of New York.  Each party hereby irrevocably
      submits to the exclusive jurisdiction of the state and federal courts sitting
      in
      the City of New York, borough of Manhattan for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein (including with respect to the enforcement of any of the
      Transaction Documents), and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      improper or is an inconvenient venue for such proceeding.  Each party
      hereby irrevocably waives personal service of process and consents to process
      being served in any such suit, action or proceeding by mailing a copy thereof
      via registered or certified mail or overnight delivery (with evidence of
      delivery) to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof.  Nothing contained herein shall
      be deemed to limit in any way any right to serve process in any other manner
      permitted by law.   If either party shall commence an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      prevailing party in such action or proceeding shall be reimbursed by the other
      party for its reasonable attorneys’ fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such action or
      proceeding.

     

    5.10    Survival.  The
      representations and warranties shall survive the Closing and the delivery of
      the
      Securities for the applicable statue of limitations.

     

    5.11    Execution.  This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart.  In the event that any signature is delivered by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.

     

    5.12    Severability.
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, illegal, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions set forth
      herein shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    5.13    Rescission
      and Withdrawal Right.  Notwithstanding anything to the contrary
      contained in (and without limiting any similar provisions of) any of the other
      Transaction Documents, whenever any Purchaser exercises a right, election,
      demand or option under a Transaction Document and the Company does not timely
      perform its related obligations within the periods therein provided, then such
      Purchaser may rescind or withdraw, in its sole discretion from time to time
      upon
      written notice to the Company, any relevant notice, demand or election in whole
      or in part without prejudice to its future actions and rights; provided,
however, in the case of a rescission of a conversion of a Debenture
      or
      exercise of a Warrant, the Purchaser shall be required to return any shares
      of
      Common Stock delivered in connection with any such rescinded conversion or
      exercise notice.

     

    5.14    Replacement
      of Securities.  If any certificate or instrument evidencing any
      Securities is mutilated, lost, stolen or destroyed, the Company shall issue
      or
      cause to be issued in exchange and substitution for and upon cancellation
      thereof (in the case of mutilation), or in lieu of and substitution therefor,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of such loss, theft or destruction.  The
      applicant for a new certificate or instrument under such circumstances shall
      also pay any reasonable third-party costs (including customary indemnity)
      associated with the issuance of such replacement Securities.

     

    5.15    Remedies.  In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      will
      be entitled to specific performance under the Transaction
      Documents.  The parties agree that monetary damages may not be
      adequate compensation for any loss incurred by reason of any breach of
      obligations contained in the Transaction Documents and hereby agrees to waive
      and not to assert in any action for specific performance of any such obligation
      the defense that a remedy at law would be adequate.

     

    5.16    Payment
      Set Aside. To the extent that the Company makes a payment or payments to any
      Purchaser pursuant to any Transaction Document or a Purchaser enforces or
      exercises its rights thereunder, and such payment or payments or the proceeds
      of
      such enforcement or exercise or any part thereof are subsequently invalidated,
      declared to be fraudulent or preferential, set aside, recovered from, disgorged
      by or are required to be refunded, repaid or otherwise restored to the Company,
      a trustee, receiver or any other person under any law (including, without
      limitation, any bankruptcy law, state or federal law, common law or equitable
      cause of action), then to the extent of any such restoration the obligation
      or
      part thereof originally intended to be satisfied shall be revived and continued
      in full force and effect as if such payment had not been made or such
      enforcement or setoff had not occurred.

     

    5.17    Usury.  To
      the extent it may lawfully do so, the Company hereby agrees not to insist upon
      or plead or in any manner whatsoever claim, and will resist any and all efforts
      to be compelled to take the benefit or advantage of, usury laws wherever
      enacted, now or at any time hereafter in force, in connection with any claim,
      action or proceeding that may be brought by any Purchaser in order to enforce
      any right or remedy under any Transaction Document.  Notwithstanding
      any provision to the contrary contained in any Transaction Document, it is
      expressly agreed and provided that the total liability of the Company under
      the
      Transaction Documents for payments in the nature of interest shall not exceed
      the maximum lawful rate authorized under applicable law (the “Maximum
      Rate”), and, without limiting the foregoing, in no event shall any rate of
      interest or default interest, or both of them, when aggregated with any other
      sums in the nature of interest that the Company may be obligated to pay under
      the Transaction Documents exceed such Maximum Rate.  It is agreed that
      if the maximum contract rate of interest allowed by law and applicable to the
      Transaction Documents is increased or decreased by statute or any official
      governmental action subsequent to the date hereof, the new maximum contract
      rate
      of interest allowed by law will be the Maximum Rate applicable to the
      Transaction Documents from the effective date forward, unless such application
      is precluded by applicable law.  If under any circumstances
      whatsoever, interest in excess of the Maximum Rate is paid by the Company to
      any
      Purchaser with respect to indebtedness evidenced by the Transaction Documents,
      such excess shall be applied by such Purchaser to the unpaid principal balance
      of any such indebtedness or be refunded to the Company, the manner of handling
      such excess to be at such Purchaser’s election.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    5.18    Independent
      Nature of Purchasers’ Obligations and Rights.  The obligations of
      each Purchaser under any Transaction Document are several and not joint with
      the
      obligations of any other Purchaser, and no Purchaser shall be responsible in
      any
      way for the performance or non-performance of the obligations of any other
      Purchaser under any Transaction Document.  Nothing contained herein or
      in any other Transaction Document, and no action taken by any Purchaser pursuant
      thereto, shall be deemed to constitute the Purchasers as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert or as a group
      with respect to such obligations or the transactions contemplated by the
      Transaction Documents.  Each Purchaser shall be entitled to
      independently protect and enforce its rights, including without limitation
      the
      rights arising out of this Agreement or out of the other Transaction Documents,
      and it shall not be necessary for any other Purchaser to be joined as an
      additional party in any proceeding for such purpose.  Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents.  For reasons of
      administrative convenience only, Purchasers and their respective counsel have
      chosen to communicate with the Company through FWS.  FWS does not
      represent all of the Purchasers but only Empire. The Company has elected to
      provide all Purchasers with the same terms and Transaction Documents for the
      convenience of the Company and not because it was required or requested to
      do so
      by the Purchasers.

     

    5.19    Liquidated
      Damages.  The Company’s obligations to pay any partial liquidated
      damages or other amounts owing under the Transaction Documents is a continuing
      obligation of the Company and shall not terminate until all unpaid partial
      liquidated damages and other amounts have been paid notwithstanding the fact
      that the instrument or security pursuant to which such partial liquidated
      damages or other amounts are due and payable shall have been
      canceled.

     

    5.20    Saturdays,
      Sundays, Holidays, etc. If the last or appointed day for the taking of
      any action or the expiration of any right required or granted herein shall
      not
      be a Business Day, then such action may be taken or such right may be exercised
      on the next succeeding Business Day.

     

    5.21    Construction.
      The parties agree that each of them and/or their respective counsel has reviewed
      and had an opportunity to revise the Transaction Documents and, therefore,
      the
      normal rule of construction to the effect that any ambiguities are to be
      resolved against the drafting party shall not be employed in the interpretation
      of the Transaction Documents or any amendments hereto.

     

    5.22    Waiver
      of Jury Trial.  In any action, suit or proceeding in any
      jurisdiction brought by any party against any other party, the parties each
      knowingly and intentionally, to the greatest extent permitted by applicable
      law,
      hereby absolutely, unconditionally, irrevocably and expressly waives forever
      trial by jury.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (Signature
      Pages Follow)

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

     

    
      	
              ZEALOUS
                TRADING GROUP, INC.

               

               

            	
              Address
                for Notice:

            
	
              By:__________________________________________

                   Name:

                   Title:

               

            	
              Fax:

            
	
              With
                a copy to (which shall not constitute notice):

               

               

               

            	 


    

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR PURCHASER FOLLOWS]

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    [PURCHASER
      SIGNATURE PAGES TO ZLST SECURITIES PURCHASE AGREEMENT]

     

    IN
      WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
      to be duly executed by their respective authorized signatories as of the date
      first indicated above.

     

    Name
      of
      Purchaser: ________________________________________________________

     

    Signature
      of Authorized Signatory of Purchaser:
      _________________________________

     

    Name
      of
      Authorized Signatory:
      _______________________________________________

     

    Title
      of
      Authorized Signatory:
      ________________________________________________

     

    Email
      Address of Purchaser:
      _________________________________________________

     

    Facsimile
      Number of Purchaser:
      _______________________________________________

    


     

    Address
      for Notice of Purchaser:

    


    


    


    Address
      for Delivery of Securities for Purchaser (if not same as address for
      notice):

    


    


    


    Subscription
      Amount: _____________

    


    Warrant
      Shares: _________________

    


    


    EIN
      Number:  [PROVIDE THIS UNDER SEPARATE
      COVER]

    


    [SIGNATURE
      PAGES CONTINUE]

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Annex
      A

    


    CLOSING
      STATEMENT

    


    Pursuant
      to the attached Securities Purchase Agreement, dated as of the date hereto,
      the
      purchasers shall purchase up to $6,000,000 of Debentures and Warrants from
      Zealous Trading Group, Inc. (the “Company”).  All funds will be
      wired into an account maintained by the Company.  All funds will be
      disbursed in accordance with this Closing Statement.

    


    
      	
              Disbursement
                Date:

            	
              October
                ___, 2007

            


    

    
       

      
        

      

    

     

    
      	
              I.   PURCHASE
                PRICE

            	 
	 	
              Gross
                Proceeds to be Received

            	
              $

            
	 	 
	
              II. DISBURSEMENTS

            	 
	 	 	
              $

            
	 	 	
              $

            
	 	 	
              $

            
	 	 	
              $

            
	 	 	
              $

            
	 	 
	
              Total
                Amount Disbursed:

            	
              $

            
	 	 
	 	 
	 	 
	
              WIRE
                INSTRUCTIONS:

               

               

            	 
	
              To:
                _____________________________________

               

               

               

            	 
	
              To:
                _____________________________________

            	 


    

    


     

    36