**Exhibit 10.8**

 

***Execution Copy***

 

**AMENDMENT TOSECURITIES PURCHASE AGREEMENT**

 

This Amendment toSecurities Purchase Agreement (this “Amendment”) is dated as of January 19,2005, among Power 3 Medical Products, Inc., a New York corporation(the “Company”) and each purchaser identified on the signature pages attachedhereto (each, including its successors and assigns, a “Purchaser” andcollectively the “Purchasers”).

 

WHEREAS, the Company andthe Purchasers entered into that certain Securities Purchase Agreement dated asof October 28, 2004 (the “Securities Purchase Agreement”) providingfor the purchase and sale of the securities more specifically describedtherein; and

 

WHEREAS, the Company andcertain of the Purchasers have agreed to amend provisions of the SecuritiesPurchase Agreement pertaining to the timing of their purchase of additionalDebentures and the Company has agreed to amend provisions of the SecuritiesPurchase Agreement regarding the number of Warrants issuable to suchPurchasers; and

 

WHEREAS, pursuant to Section 5.5of the Securities Purchase Agreement, the Company and each of the Purchasersare entering into this Amendment to set forth the terms and conditions of, andacknowledge their consent and agreement to, the following amendments to the SecuritiesPurchase Agreement.

 

NOW, THEREFORE, for andin consideration of the mutual covenants and agreements herein contained andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged and confessed, the Company and the Purchasers hereby agreeas follows:

 

Section 1.                                            Definitions.  Exceptas otherwise amended or defined in this Amendment, all terms used herein withtheir initial letter capitalized shall have the meaning given to such terms inthe Securities Purchase Agreement.

 

Section 2.                                            Amendments to Securities Purchase Agreement.  The Securities Purchase Agreement shall beamended effective as of the date hereof in the manner provided in this Section 2.

 

2.1                                 AmendedDefinitions.  

 

### (a)                                  Thedefinition of “Closing Date” shall be and it is hereby amended andrestated in its entirety to read as follows:

###  

“Closing Date” means, collectively, the datesof the First Closing, Interim Closing and Second Closing.

 

### (b)                                 Thedefinition of “Closings” shall be and it is hereby amended and restatedin its entirety to read as follows:

 

“Closings” means, collectively, the closings ofthe purchase and sale of the Securities pursuant to Section 2.1, and anyreference to

 

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“Closing” or “Closings” shall be construed to includethe First Closing, Interim Closing and the Second Closing unless only one suchclosing is expressly referred to.

 

(c)                                  Thedefinition of “Subscription Amount” shall be and it is hereby amendedand restated in its entirety to read as follows:

 

“Subscription Amount” means, as to eachPurchaser, the amount set forth below such Purchaser’s signature block on thesignature pages hereto and next to the headings “First ClosingSubscription Amount,” “Interim Closing Subscription Amount” and “Second ClosingSubscription Amount,” in United States Dollars and in immediately availablefunds.

 

(d)                                 Thedefinition of “Warrants” shall be and it is hereby amended and restatedin its entirety to read as follows:

 

“Warrants” means collectively the Common Stockpurchase warrants in the form of Exhibit C delivered (i) tothe Purchasers at the First Closing in accordance with Section 2.2(a) hereof,and (ii) to those Purchasers participating in the Interim Closing inaccordance with Section 2.2(a) hereof, all of such Warrants shall beexercisable immediately and have a term of exercise equal to five (5) yearsfrom October 28, 2004.

 

2.2                                 AdditionalDefinitions.  Section 1.1 of theSecurities Purchase Agreement shall be and it is hereby amended by adding thefollowing definitions in proper alphabetical order:

 

(a)                                  “InterimClosing” shall have the meaning ascribed to such term in Section 2.1hereof.

 

(b)                                 “InterimClosing Date” means the date of the Interim Closing.

 

(c)                                  “RegistrationStatement Filing Date” means the date that the initial RegistrationStatement required to be filed by the Company pursuant to the RegistrationRights Agreement is first filed by the Company with the Commission.

 

2.3                                 Closing.  

 

(a)                                  Section 2.1of the Securities Purchase Agreement is hereby amended by deleting the secondsentence of the initial paragraph of said Section and inserting thefollowing sentence in lieu thereof:

 

The Closings shall take place in three stages as setforth below (respectively, the “First Closing,” the “Interim Closing”and the “Second Closing”).

 

2

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(b)                                 Section 2.1(b) ofthe Securities Purchase Agreement is deleted in its entirety and the followingSections 2.1(b) and 2.1(c) are inserted in lieu thereof:

 

(b)                                 InterimClosing.  The Interim Closing shallbe for $400,000 aggregate principal amount of Debentures, and shall occur on orbefore the third (3rd) Trading Day following the Registration Statement FilingDate.

 

(c)                                  SecondClosing.  The Second Closing shall befor $1,600,000 aggregate principal amount of Debentures, and shall occur on orbefore the fifth (5th) Trading Day following the Effective Date.

 

2.4                                 Deliveries.  

 

(a)                                  Section 2.2(a)(iii) ofthe Securities Purchase Agreement is hereby amended by adding the phrase “,Interim Closing” after the phrase “First Closing.”

 

(b)                                 Section 2.2(a)(vi) of the Securities Purchase Agreement is herebyamended by deleting “.” at the end of such Section and inserting “; and”in lieu thereof.

 

(c)                                  Section 2.2(a) ofthe Securities Purchase Agreement is hereby amended by adding the following newsubparagraph to the end of such Section:

 

(vii)                           on the Interim Closing Date,a Warrant registered in the name of each Purchaser participating in the InterimClosing to purchase up to a number of shares of Common Stock equal to (1) 100%of such Purchaser’s Subscription Amounts for the First Closing, Interim Closingand Second Closing divided by $0.90, less (2) the original numberof shares of Common Stock covered by the Warrant delivered to such Purchaser atthe First Closing pursuant to Section 2.2(a)(iii) above.  All such Warrants delivered pursuant to this Section 2.2(a)(vii) shall have an exercise price equal to $1.44,subject to adjustment therein, and shall expire concurrently with the Warrantsdelivered at the First Closing.  (For theavoidance of doubt and as an example, the following will illustrate thecalculation of the number of additional shares of Common Stock to be covered bythe Warrants deliverable pursuant to this Section 2.2(a)(vii) toa Purchaser with an aggregate Subscription Amount of $300,000 who received aWarrant to purchase 250,000 shares of Common Stock pursuant to Section 2.2(a)(iii) inthe First Closing:

 

($300,000 ) $0.90) –250,000 = 83,333 additional Warrant Shares

 

3

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2.5                                 ClosingConditions.

 

(a)                                  Section 2.3(b)(iv) ofthe Securities Purchase Agreement is hereby amended by adding the phrase “InterimClosing and” before the phrase “Second Closing.”

 

(b)                                 Section 2.3of the Securities Purchase Agreement is hereby amended by renumbering Section 2.3(c) asSection 2.3(d) and by inserting the following new Section 2.3(c):

 

(c)                                  Asto the Interim Closing only, the Company shall have filed with the Commissionthe Registration Statement registering the resale of all of the UnderlyingShares.

 

Section 3.                                            Acknowledgment and Consent of Purchasers.  By execution of this Amendment, eachPurchaser agrees and consents to the foregoing amendments to the SecuritiesPurchase Agreement and the terms of the transaction evidenced thereby.  Each Purchaser hereby acknowledges andconfirms that pursuant to Section 4.15 of the Securities PurchaseAgreement, each Purchaser was offered the opportunity to participate in theInterim Closing and to receive the additional Warrants issuable by the Companyin the Interim Closing and that the Company has satisfied its obligations underSection 4.15 as they relate to the Interim Closing.

 

Section 4.                                            Effectiveness. This Amendment shall be effective as of the date hereof upon the executionof this Amendment by the Company and each of the Purchasers.

 

Section 5.                                            Miscellaneous.

 

5.1                                 Reaffirmation.  The terms and provisions set forth in thisAmendment shall modify and supersede all inconsistent terms and provisions ofthe Securities Purchase Agreement as set forth herein and shall not be deemedto be a consent to the modification or waiver of anyother term or condition of the Securities Purchase Agreement.  Except as expressly modified and supersededby this Amendment, the terms and provisions of the Securities PurchaseAgreement are ratified and confirmed and shall continue in full force andeffect.

 

5.2                                 GoverningLaw.  All questions concerning theconstruction, validity, enforcement and interpretation of this Amendment shallbe governed by and construed and enforced in accordance with the internal lawsof the State of New York, without regard to principles of conflicts of lawsthereof.

 

5.3                                 Counterparts.  This Amendment may be executed in two or morecounterparts, all of which when taken together shall be considered one and thesame agreement, it being understood that those parties need not sign the samecounterpart.

 

5.4                                 Parties.  This Amendment is intended for the benefit ofthe parties hereto and their respective successors and permitted assigns and isnot for the benefit of, nor may any provision hereof be enforced by, any otherPerson.

 

4

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to Securities Purchase Agreement tobe duly executed by their respective authorized signatories as of the datefirst indicated above.  

 
| **POWER  3 MEDICAL PRODUCTS, INC.** | Address for  Notice:                         |
|-------------------------------------|----------------------------------------------|
| ** **                          |                                         |
| ** **                          | 3400 Research  Forest Drive, Suite B2-3 |
| By:                                 | /s/ Steven B.  Rash                          | ** ** | The Woodlands,  Texas 77381 |
| Name:                               | Steven B. Rash                               | ** ** |
| Title:                              | Executive  Officer                           | ** ** |
|                                     |                                              |  |  |

 

 

[REMAINDEROF PAGE INTENTIONALLY LEFT BLANKSIGNATURE PAGE FOR PURCHASERS FOLLOWS]

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Bach  Farms LLC  |
|----------------------------------------------------------|------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/Richard H. Bach*         |
| Name  of Authorized Signatory:                           |   Richard  H. Bach |
| Title  of Authorized Signatory:                          |                         |
| Email  Address of Authorized Entity:                     |                         |
|                                                          |                              |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

BachFarms LLCAttn:  Richard H. Bach258 Genessee Street, Suite 601

Utica,New York  13502

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $      | 1,667  |   |
|---------------------------------------|--------|--------|--------|--------|
| Interim Closing  Subscription Amount: |   | $      | 0      |   |
| Second Closing  Subscription Amount:  |   | $      | 3,333  |   |
| Warrant Shares:                       |   |   |   |
| First Closing:                        |   | 4,167  |   |
| Interim Closing:                      |   | 0      |   |
| Additional  Investment Right:         |   | $      | 4,167  |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Citiplatz  Limited |
|----------------------------------------------------------|--------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | * *                       |
| Name  of Authorized Signatory:                           |                           |
| Title  of Authorized Signatory:                          |                           |
| Email  Address of Authorized Entity:                     |                           |
|                                                          |                                |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

12-14Finch RoadDouglasIsle of ManIM991TT

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $       | 50,000  |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 50,000  |   |
| Second Closing  Subscription Amount:  |   | $       | 50,000  |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 125,000 |    |
| Interim Closing:                      |   | 41,667  |    |
| Additional  Investment Right:         |   | $       | 125,000 |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Crescent  International Ltd.                         |
|----------------------------------------------------------|------------------------------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* |  /s/Mel Craw and Maxi Brezzi                                |
| Name  of Authorized Signatory:                           |   Mel  Craw and Maxi Brezzi                            |
| Title  of Authorized Signatory:                          |     Authorized  Signatory                    |
| Email  Address of Authorized Entity:                     |       info@greenlight.dmitrust.com |
|                                                          |                                                                  |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

CrescentInternational Ltd.c/o GreenLight (Switzerland) SA

84,av. Louis-Casai

CH1216 COINTRIN

Geneva,Switzerland

 

FaxNumber of Notice of Investing Entity: +41 22 791 7171

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

CrescentInternational Ltd.c/o GreenLight (Switzerland) SA

84,av. Louis-Casai

CH1216 COINTRIN

Geneva,Switzerland

 

 
| First Closing Subscription Amount:    |   | $       | 200,000 |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 0       |   |
| Second Closing  Subscription Amount:  |   | $       | 400,000 |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 500,000 |    |
| Interim Closing:                      |   | 0       |    |
| Additional  Investment Right:         |   | $       | 500,000 |   |
|                                       |        |         |         |        |  |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Crestview  Capital Master, LLC             |
|----------------------------------------------------------|--------------------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/Stewart R. Flink*                                  |
| Name  of Authorized Signatory:                           |   Stewart  R. Flink                          |
| Title  of Authorized Signatory:                          |     Manager                        |
| Email  Address of Authorized Entity:                     |      stewart@crestviewcap.com |
|                                                          |                                                        |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

95Revere Drive, Suite A

Northbrook,Illinois  60062

 

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $       | 150,000 |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 150,000 |   |
| Second Closing  Subscription Amount:  |   | $       | 150,000 |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 375,000 |    |
| Interim Closing:                      |   | 125,000 |    |
| Additional  Investment Right:         |   | $       | 375,000 |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   DKR  SoundShore Oasis Holding Fund, Ltd. |
|----------------------------------------------------------|------------------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | /s/Barbara  Burger                                   |
| Name  of Authorized Signatory:                           |   Barbara  Burger                          |
| Title  of Authorized Signatory:                          |     Alternate  Director          |
| Email  Address of Authorized Entity:                     |                                                 |
|                                                          |                                                      |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

c/o DKR Capital Partners L.P.1281 East Main Street

Stamford,Connecticut  06902

 

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

RegisteredAddress:

 

29Richmond Road

PembrokeHM08

Bermuda

 

 
| First Closing Subscription Amount:    |   | $       | 50,000  |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 0       |   |
| Second Closing  Subscription Amount:  |   | $       | 100,000 |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 125,000 |    |
| Interim Closing:                      |   | 0       |    |
| Additional  Investment Right:         |   | $       | 125,000 |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Gryphon  Master Fund L.P.     |
|----------------------------------------------------------|-------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/E.B. Lyon IV*                         |
| Name  of Authorized Signatory:                           |   E.B.  Lyon IV                 |
| Title  of Authorized Signatory:                          |     Authorized  Agent |
| Email  Address of Authorized Entity:                     |    warren@gryphonlp.com    |
|                                                          |                                           |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

100Crescent Court, Suite 490

Dallas,Texas  75201

 

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $       | 100,000 |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 100,000 |   |
| Second Closing  Subscription Amount:  |   | $       | 100,000 |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 250,000 |    |
| Interim Closing:                      |   | 83,333  |    |
| Additional  Investment Right:         |   | $       | 250,000 |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   GSSF  Master Fund, LP            |
|----------------------------------------------------------|----------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/E.B. Lyon IV*                            |
| Name  of Authorized Signatory:                           |   E.B.  Lyon IV                    |
| Title  of Authorized Signatory:                          |     Authorized  Agent    |
| Email  Address of Authorized Entity:                     |     warren@gryphonlp.com |
|                                                          |                                              |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

100Crescent Court, Suite 490Dallas, Texas  75201

 

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $       | 100,000 |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 100,000 |   |
| Second Closing  Subscription Amount:  |   | $       | 100,000 |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 250,000 |    |
| Interim Closing:                      |   | 83,333  |    |
| Additional  Investment Right:         |   | $       | 250,000 |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Mohawk  Funding                   |
|----------------------------------------------------------|-----------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/ Richard H. Bach*                    |
| Name  of Authorized Signatory:                           |   Richard  H. Bach                  |
| Title  of Authorized Signatory:                          |     Manager  Member       |
| Email  Address of Authorized Entity:                     |     rick.bach@verizon.net |
|                                                          |                                               |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $      | 10,000 |   |
|---------------------------------------|--------|--------|--------|--------|
| Interim Closing  Subscription Amount: |   | $      | 0      |   |
| Second Closing  Subscription Amount:  |   | $      | 20,000 |   |
| Warrant Shares:                       |   |   |   |
| First Closing:                        |   | 25,000 |   |
| Interim Closing:                      |   | 0      |   |
| Additional  Investment Right:         |   | $      | 25,000 |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Richard  Molinsky          |
|----------------------------------------------------------|----------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/ Richard Molinsky*                 |
| Name  of Authorized Signatory:                           |                                   |
| Title  of Authorized Signatory:                          |                                   |
| Email  Address of Authorized Entity:                     |     RMOL15@aol.com |
|                                                          |                                        |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

51Lourdes Hwy E.

Weston,CT  06883

 

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $      | 30,000 |   |
|---------------------------------------|--------|--------|--------|--------|
| Interim Closing  Subscription Amount: |   | $      | 0      |   |
| Second Closing  Subscription Amount:  |   | $      | 60,000 |   |
| Warrant Shares:                       |   |   |   |
| First Closing:                        |   | 75,000 |   |
| Interim Closing:                      |   | 0      |   |
| Additional  Investment Right:         |   | $      | 75,000 |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Omicron  Master Trust         |
|----------------------------------------------------------|-------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/ Bruce Bernstein*                     |
| Name  of Authorized Signatory:                           |   Bruce  Bernstein              |
| Title  of Authorized Signatory:                          |     Managing  Partner |
| Email  Address of Authorized Entity:                     |    bb@omicroncapital.com   |
|                                                          |                                           |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

650Fifth Ave., 24th Fl.New York, NY  10019Attn:  Brian DalyTelephone:  212.258.2302

Fax:  212.258.2315

E-mail:  bd@omicroncapital.com

 

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $       | 100,000 |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 0       |   |
| Second Closing  Subscription Amount:  |   | $       | 200,000 |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 250,000 |    |
| Interim Closing:                      |   | 0       |    |
| Additional  Investment Right:         |   | $       | 250,000 |   |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Otape  Investments LLC                  |
|----------------------------------------------------------|-----------------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/Richard M. Cayne*                               |
| Name  of Authorized Signatory:                           |   Richard  M. Cayne                       |
| Title  of Authorized Signatory:                          |     General  Counsel            |
| Email  Address of Authorized Entity:                     |    rich@ox.com,  paul.masters@ox.com |
|                                                          |                                                     |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

1Manhattanville Rd.

Purchase,NY  10577

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $       | 100,000 |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 0       |   |
| Second Closing  Subscription Amount:  |   | $       | 200,000 |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 250,000 |    |
| Interim Closing:                      |   | 0       |    |
| Additional  Investment Right:         |   | $       | 250,000 |   |
|                                       |        |         |         |        |  |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, theundersigned have caused this Securities Purchase Agreement to be duly executedby their respective authorized signatories as of the date first indicatedabove.

 
| Name  of Investing Entity:                               |   Platinum  Partners Value Arbitrage Fund L.P. |
|----------------------------------------------------------|----------------------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/ Richard Geyser*                                     |
| Name  of Authorized Signatory:                           |   Richard  Geyser                              |
| Title  of Authorized Signatory:                          |     Managing  Director               |
| Email  Address of Authorized Entity:                     |    rgeyser@platinumlp.com                 |
|                                                          |                                                          |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

152 W.57th St., 54th Fl.

NewYork, NY  10019-3310

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $       | 83,333  |   |
|---------------------------------------|--------|---------|---------|--------|
| Interim Closing  Subscription Amount: |   | $       | 0       |   |
| Second Closing  Subscription Amount:  |   | $       | 166,667 |   |
| Warrant Shares:                       |   |    |    |
| First Closing:                        |   | 208,333 |    |
| Interim Closing:                      |   | 0       |    |
| Additional  Investment Right:         |   | $       | 208,333 |   |
|                                       |        |         |         |        |  |

 

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[PURCHASERSIGNATURE PAGES TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

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

 
| Name  of Investing Entity:                               |   Sage  Capital Investments Limited |
|----------------------------------------------------------|-----------------------------------------------|
| *Signature of Authorized Signatory of Investing Entity:* | */s/Anthony Thompson*                         |
| Name  of Authorized Signatory:                           |   Anthony  Thompson                 |
| Title  of Authorized Signatory:                          |     Secretary             |
| Email  Address of Authorized Entity:                     |    Rubicon532@cableone.net     |
|                                                          |                                               |  |  |  |  |

 

Addressfor Notice of Investing Entity:

 

P. O.Box N-4826 (For regular mail)

Nassau,Bahamas

 

Addressfor Delivery of Securities for Investing Entity (if not same as above):

 

 
| First Closing Subscription Amount:    |   | $      | 25,000 |   |
|---------------------------------------|--------|--------|--------|--------|
| Interim Closing  Subscription Amount: |   | $      | 0      |   |
| Second Closing  Subscription Amount:  |   | $      | 50,000 |   |
| Warrant Shares:                       |   |   |   |
| First Closing:                        |   | 62,500 |   |
| Interim Closing:                      |   | 0      |   |
| Additional  Investment Right:         |   | $      | 62,500 |   |

 

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