SECURITIES PURCHASE AGREEMENT


          This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2009 among Jesup & Lamont, Inc., a Florida
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 Sections 4(6) or 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).

            “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 144. 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. 

            “Business
        Day” means any day except any Saturday,
        any Sunday, any day which shall be 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. 

            “Closing
        Price” means on any particular date
        (a) the last reported closing bid price per share of Common Stock on
        such date on the Trading Market (as reported by Bloomberg L.P. at 4:15
        p.m. (New York City time)), or (b) if there is no such price on such
        date, then the closing bid price on the Trading Market on the date nearest
        preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New
        York City time)), or (c) if the Common Stock is not then listed or quoted
        on the Trading Market 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) if the shares of Common Stock are not then publicly traded the
        fair market value of a share of Common Stock as determined by an appraiser
        selected in good faith by the Purchasers of a majority in interest of
        the Shares then outstanding. 

            “Commission” means
      the Securities and Exchange Commission.

            “Common
        Stock” means the common stock, par
        value $0.01 per share, of the Company 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 Morse, Zelnick, Rose & Lander
        LLP with offices located at 405 Park Avenue, New York, NY 10022. 

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

            “Debentures” means
      the 9.0% Convertible Debentures due, subject to the terms therein, 5 years
      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 Section 4.15
        is first declared effective by the Commission.

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



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            “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, directors or
        consultants 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 of the Company or a majority of the members of
        a committee of non-employee directors established, (b) securities upon
        the 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 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, but shall not include a transaction in which the
        Company is issuing securities primarily for the purpose of raising capital
        or to an entity whose primary business is investing in securities, (d)
        any firm commitment underwritten offering, and (e) issuances of Common
        Stock or Common Stock Equivalents at an effective price per share of
        Common Stock that equals or exceeds the Conversion Price (subject to
        adjustment for forward and reverse stock splits, recapitalizations and
        the like), provided that if the holder of the Common Stock or Common
        Stock Equivalents so issued shall at any time, whether by operation of
        purchase price adjustments, reset provisions, floating conversion, exercise
        or exchange prices or otherwise, or due to warrants, options or rights
        per share that are issued in connection with such issuance, be entitled
        to receive shares of Common Stock at an effective price per share of
        Common Stock that is less than the Conversion Price, such issuance shall
        be deemed to have occurred at an effective price per share of Common
        Stock of less than the Conversion Price. 

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

            “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 5.16. 

             “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. 

             “Proceeding” means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an 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
        Statement” means a registration statement
        covering the resale of the Underlying Shares by each Purchaser as provided
        for in Section 4.15. 

             “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 potentially
        issuable in the future pursuant to the Transaction Documents, including
        any Underlying Shares issuable upon conversion in full of all Debentures,
        ignoring any conversion 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. 

             “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 and the Underlying Shares. 

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

             “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).  

              “Subscription
        Amount” means, as to each Purchaser,
        the aggregate amount to be paid for the Debentures purchased hereunder
        as specified below such Purchaser’s name



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  on the signature page of this Agreement
      and next to the heading “Subscription Amount,” in United States
      dollars and in immediately available funds. 
             “Subsidiary” means
      any subsidiary of the Company which is set forth on Schedule
      3.1(a). 

              “Trading
        Day” means a day on which the Common
        Stock is traded on a Trading Market. 

             “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 NYSE Alternext US, the Nasdaq Capital Market,
        the Nasdaq Global Market, the Nasdaq Global Select Market or the New
        York Stock Exchange. 

              “Transaction
        Documents” means this Agreement, the
        Debentures and any other documents or agreements executed in connection
        with the transactions contemplated hereunder. 

             “Transfer
        Agent” means Continental Stock Transfer & Trust
        Company, with a mailing address of 17 Battery Place, New York, NY 10004
        and a facsimile number of 212-616-7619, and any successor transfer agent
        of the Company. 

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



 

 

 

 

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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 a minimum of an aggregate of $2,000,000 in Debentures. Each
Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to its Subscription Amount and the Company shall deliver to each Purchaser its respective Debenture, 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 Company Counsel 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)     a
      legal opinion of Company Counsel, in the form of Exhibit
      B attached hereto; and 

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



          (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; and 

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



          2.3     Closing Conditions and Post Closing Obligations.


            (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 when made and on the Closing Date of
      the representations and warranties of the Purchasers contained herein; 

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



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  performed; and 
             (iii)     the
      delivery by the Purchasers 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)    the
      NYSE Alternext US shall have approved the Company’s Listing of Additional
      Shares application with respect to the Underlying Shares;

             (v)    the
      Company shall have received an aggregate Subscription Amount of at least $2,000,000; 

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

             (vii)    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
      Debentures at the Closing. 




            (c)     As
      soon as practicable after the Closing the Company shall file a Listing
      Application with the NYSE Alternext US with respect to the Underlying Shares
      and shall use its best efforts to cause the effectiveness thereof as soon
      as practicable thereafter 



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ARTICLE III. 

REPRESENTATIONS AND WARRANTIES


          3.1     Representations and Warranties of the Company.  Except as set forth in 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, the Company hereby makes the
following representations and warranties to each Purchaser: 


            (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, prospects 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. 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, its board of directors or
  its




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  stockholders in connection therewith
      other than in connection with the Required Approvals. 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 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. 
             (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, 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, 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 and (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 and (iv) the filing of Form D with the Commission and such filings
        as are required to be made under applicable state securities laws (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



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  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. The Company has reserved from its duly
      authorized capital stock a number of shares of Common Stock for issuance
      of the Underlying Shares at least equal to the Required Minimum on the
      date hereof.
             (g)     Capitalization.
      The capitalization of the Company is as set forth in its Quarterly Report
      on Form 10-Q for the period ended September 30, 2008. 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 plan 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 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).
      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 of the Company 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. 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



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  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. 
                 (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 and (B) liabilities
        not required to be reflected in the Company’s financial statements
        pursuant to GAAP or disclosed in filings made with the Commission, (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 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



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  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, and neither the Company
        or 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, 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. 

             (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 have or 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. 



12












            (n)     Title
        to Assets. The Company and the Subsidiaries
        have good and marketable title in fee simple to all real property owned
        by them that is material to the business of the Company and the Subsidiaries
        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 do
        so 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
        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. 

             (p)     Insurance.
      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,



13












  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. 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. 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.

             (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. 



14












            (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 of, an “investment company” within
        the meaning of the Investment Company Act of 1940, as amended. The Company
        shall conduct its business in a manner so that it will not become subject
        to the Investment Company Act of 1940, as amended. 

             (v)     Listing
        and Maintenance Requirements. The Company’s
        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 on Schedule
        3.1(v), 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. 

             (w)     Application
        of Takeover Protections. The Company and
        its 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. 

             (x)     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, 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




15













  representations or warranties with respect
      to the transactions contemplated hereby other than those specifically set
      forth in Section 3.2 hereof. 
             (y)     No
        Integrated Offering. Assuming the accuracy
        of the Purchasers’ representations and warranties set forth in Section
        3.2, 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 the Securities
        Act or any applicable shareholder approval provision of any Trading Market
        on which any of the securities of the Company are listed or designated. 

             (z)     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. 

             (aa)    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. 

             (bb)    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. 

             (cc)    Accountants.
      The Company’s accounting firm is set forth on Schedule
      3.1(cc) 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 on Form 10-K for the year ending December
      31, 2008. 

             (dd)    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. 



16












            (ee)    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. 

             (ff)    Acknowledgment
        Regarding Purchasers’ Trading Activity.
        Anything in this Agreement or elsewhere herein to the contrary notwithstanding
        (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged
        by the Company that (i) none of the Purchasers has been asked to agree,
        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, including Short Sales, and 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. 

             (gg)    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. 



17












            (hh)    Form
        S-3 Eligibility. The Company is eligible
        to register the resale of the Underlying Shares for resale by the Purchaser
        on Form S-3 promulgated under the Securities Act. 



          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, delivery and
        performance by such Purchaser of the transactions contemplated by this
        Agreement 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. 

             (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. Notwithstanding the foregoing, Purchaser may
        assign his rights and obligations in connection with the Securities pursuant
        to Section 9 of the Debentures. 

             (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 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



18












  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 the transaction 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 transaction,
        including Short Sales, in 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 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). 



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 



19












  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. 
             (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 CONVERTIBLE HAS 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 CONVERSION OF THIS SECURITY MAY BE PLEDGED
      IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
      SUCH SECURITIES. 

             (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 is converted 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
      the Underlying Shares 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



20












  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 Purchasers by crediting the account of the
      Purchaser’s prime broker with the Depository Trust Company System. 
             (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 Closing
      Price of the Common Stock on the date that such Securities are delivered
      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 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 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 that the 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. 



          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.  As long as any Purchaser owns Securities, the Company covenants to file all
reports required to be filed by the Company after the date hereof pursuant to 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


21













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 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 Procedures.  The form of Notice of Conversion included in the Debentures sets forth the totality of the procedures required of the Purchasers in order to convert the Debentures.  No additional legal opinion or other information or instructions shall be required of the
Purchasers to convert their Debentures. The Company shall honor 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
Trading Day following the date hereof, issue a press release disclosing all material terms of the transactions contemplated hereby, and, on or before 8:30 a.m. on the fourth Trading Day following the date hereof, file 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 Section 4.15 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). 


          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. 


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          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 representations 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 send the net proceeds from the sale of the Securities hereunder to the Jesup & Lamont Securities Corporation clearing deposit at Legent Clearing to be used for clearing and underwriting
transactions, and shall not otherwise 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, shareholders, 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, shareholders, 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, 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


23













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. 


          4.11   Reservation
and Listing of Securities. 


            (a)     The
      Company shall maintain a reserve from its duly authorized shares of Common
      Stock for issuance pursuant to the Transaction Documents in such amount
      as may be required to fulfill its obligations in full under the Transaction
      Documents. 

             (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 of the Company 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. 



          4.12   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. 


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          4.13   Short
Sales and Confidentiality After The Date Hereof.
Each Purchaser, severally and not jointly with the  other Purchasers, covenants
  that neither such Purchaser 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 upon the filing of the Form
    8-K required under 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 all disclosures
    made to it in connection with this transaction (including the existence and
    terms of this transaction). Each Purchaser understands and acknowledges,
    severally and not jointly with any other Purchaser, that the Commission currently
    takes the position that coverage of short sales of shares of the Common Stock “against the box” prior
  to the Effective Date of the Registration Statement with the Securities  is a
  violation of Section 5 of the Securities Act, 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.


          4.14   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. 


          4.15   Registration
Statement. The Company agrees to prepare and file
with the SEC an S-3 Registration Statement covering the Underlying Shares  on
or prior to the 30th day
following the filing of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2008, and to use its best efforts to cause such  Registration
Statement to become effective at the earliest practicable date. 


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


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between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before March 31, 2009; provided,
however, that such termination will not affect the right of any party to sue for any breach by the other party (or parties). 


          5.2     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. 


          5.3     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 on 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. 


          5.4     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 each Purchaser 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. 


          5.5     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. 


          5.6     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.” 


          5.7     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,


26













nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.10. 


          5.8     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, shareholders,
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. The parties hereby waive all rights to a trial by jury. 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.



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


          5.10   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. 


          5.11   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


27













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. 


          5.12   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, the Purchaser shall
be required to  return any shares of Common Stock delivered in connection with
any such rescinded conversion notice. 


          5.13   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. 


          5.14   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.


          5.15   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. 


          5.16     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


28













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. 


          5.17   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. 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. Notwithstanding the foregoing, the Company may make
de minimus adjustments in the number or amount of Securities of one or more
Purchasers with no obligation to makes such adjustments for all Purchasers. 


          5.18   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. 


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          5.19   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. 


(Signature Pages Follow) 

 

 

 

 

 


30













          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. 

	
JESUP & LAMONT, INC.		 		
Address for Notice:	
	 

	
	 

	
	
By:__________________________________________
		            	
2170 West State Road 434	
	
      Name: Steve Rabinovici		 		
Suite 100	
	
      Title: Chairman		 		
Longwood, Florida 32779	
	 		 		
Facsimile:
____________	
	 		 		
Attention: ______________	
	
With a copy to (which shall not constitute notice):		 		 	
	 

	
	
Morse Zelnick Rose & Lander, LLP		 		
405 Park Avenue	
	 		 		
Suite 1401	
	 		 		
New York, NY 10022	
	 		 		
Facsimile: (212) 838-9190	
	 		 		
Attention: Steven A. Zelnick, Esq.	




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS] 

 

 

 

 

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[PURCHASER SIGNATURE PAGE TO JLI 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: Legent Group, LLC 


Signature of Authorized Signatory of Purchaser:
__________________________________

Name of Authorized Signatory: David Brant
  

Title of Authorized Signatory: Secretary
    

Email Address of Purchaser: david.brant@LEGENTCLEARING.com
    

Facsimile Number of Purchaser: (402) 384-6125 

 


Address for Notice of Purchaser:



9300 Underwood Ave 

Suite 400 

Omaha, NE 68114 


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

 

 


Subscription Amount: $2,000,000.00 



Principal Amount of Debentures: $2,000,000.00

 

 


EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

 


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