SUBSCRIPTION
    AGREEMENT(Series A-2 
    Debt Exchange)
  THIS SUBSCRIPTION AGREEMENT Agreement Company Purchaser Purchasers
  WHEREAS and/or Regulation D Commission 1933 Act
  WHEREAS, Series 1 Notes
  WHEREAS, Series A-2 Series A-2
    Stock Exhibit A Certificate of Designations Series A-2 Common Shares Series A-2 Series A-2 Securities
  NOW, THEREFORE
  The Closing.
  Closing Date. Closing
    Date Series A-2
  Closing. Purchase Price Series A-2 Series A-2 Pro Rata Portion Pro Rata
    Portion
  Conditions to Closing. Series A-2 Foreclosure
    Sale




---



##### 



Series A-2 Series A-2
  Purchasers Representations and
    Warranties.
  Information on Company. Form 10-K Reports Other Written Information Series A-2
  Information on Purchaser. Series A-2 accredited investor,
  Purchase of Securities. Series A-2
  Compliance with Securities Act. Affiliate control
 2




---



##### 



Restrictive Legend. Series A-2
    Communication of Offer.
  Authority; Enforceability.
  No Governmental Review.
  Correctness of Representations.
  Survival.
  Company Representations and
    Warranties. Disclosure Schedule
  Due Incorporation. Material Adverse Effect Subsidiary
 3




---



##### 



Schedule 3(a)
  Outstanding Stock.
  Authority; Enforceability. Transaction
    Documents
  Additional Issuances. Schedule 3(d) Schedule 3(d) Business
    Day trading day
  Consents.
  No Violation or Conflict.
  lock-up
 4




---



##### 



The Securities.
    Series A-2
        Reporting Company. 1934 Act
  Information Concerning Company.
  No Market Manipulation.
  Listing.
  Stop Transfer.
  Not an Integrated Offering.
 5




---



##### 



No General Solicitation.
  Dilution. Series A-2
  No Disputes with Accountants.
  Subsidiary Representations.
  DTC Status/Transfer Agent. Schedule 3(r)
  Correctness of Representations.
  Bankruptcy.
  Survival.
  Regulation D Offering/Legal
    Opinion. and/or Exhibit B Series A-2 Rule 144
 6




---



##### 



Covenants of the Company.
  Stop Orders. Principal Market
  Market Regulations.
  Reservation. Series A-2 Required
    Reservation Series A-2
  Confidentiality/Public
    Announcement. Form 8-K, Form 10-K, Form 10-Q, Form 8-K Form 8-K
  Non-Public Information.
  Offering Restrictions. Exclusion Period Series A-2
 7




---



##### 



Delivery of Unlegended Shares. Unlegended Shares Delivery Date and/or Unlegended
    Shares DTC
  Broker.
  Series A-2
  Covenants of the Company and Purchaser Regarding
    Indemnification.
  and/or
      Miscellaneous.
  Notices.
 8




---



##### 



(714) 444-8773, (949) 271-5318, (212) 697-3575.
  Entire Agreement; Assignment; Waiver.
  Counterparts/Execution.
  Law Governing this Agreement. The parties and the individuals executing this Agreement and
    other agreements referred to herein or delivered in connection
    herewith on behalf of the Company agree to submit to the
    jurisdiction of such courts and waive trial by jury.
  Specific Enforcement, Consent to Jurisdiction.
  Independent Nature of Purchasers.
 9




---



##### 



Consent. Series A-2
  Equal Treatment.
  No Waiver.
  Expenses.
  [THIS
    SPACE INTENTIONALLY LEFT BLANK]
 10




---



##### 



SIGNATURE
    PAGE TO SUBSCRIPTION AGREEMENT (A)
       By:
    /s/ JOHN J. STUART   Title:
    Senior Vice President and     No. of Shares



Debt Exchangedof Series A-2Stock



Total PurchasePurchaser


Purchased



Price



Principal



InterestLONGVIEW FUND, LP
    600 Montgomery Street, 44th Floor
    San Francisco, CA 94111
    Fax:
    (415) 981-5301By: /s/ S. MICHAEL RUDOLPH(Signature)Print Name:  S. Michael RudolphTitle: CFO-Investment Advisor  C-11




---



##### 



SIGNATURE
    PAGE TO SUBSCRIPTION AGREEMENT (B)
       By:
    /s/ JOHN J. STUART   Title:
    Senior Vice President and     No. of Shares



Debt Exchangedof Series A-2Stock



Total PurchasePurchaser


Purchased



Price



Principal



InterestALPHA CAPITAL ANSTALT







$Pradafant 7
    9490 Furstentums
    Vaduz, Lichtenstein
    Fax:
    011-42-32323196By: /s/ KONRAD ACKERMAN(Signature)Print Name: Konrad AckermanTitle: Director  C-12