EXHIBIT
      4.14

    SECOND
      AMENDMENT TO STOCK PURCHASE AGREEMENT

    


    This
      Second Amendment
      made
      as
      of July 9, 2008 relates to the Stock
      Purchase Agreement
      entered
      into as of February 12, 2008, by and among Iroquois Master Fund, Ltd. and Ellis
      Capital LP (“Buyers”)
      and
      Rudolf and Doris Gunnerman (“Gunnerman”)
      as
      amended pursuant to written agreement dated as of April 18, 2008.

    


    For
      mutual good and valuable consideration and the mutual covenants, conditions
      and
      agreements herein contained, and other good and valuable consideration and
      intending to be legally bound, the parties hereto hereby agree as
      follows:

    


    1. The
      Purchase Price of the 1,250,000 shares of Common Stock subject to the Stock
      Purchase Agreement is reduced to $1.50 per share of Common Stock.

    


    2. Buyers
      hereby notify Gunnerman and the Escrow Agent that Buyers are exercising in
      full
      their right to purchase 1,250,000 share of Purchased Stock at the per share
      Purchase Price of $1.50 as follows:

     

    
      	 	 	
              Shares of

            	 	
              Aggregate

            	 
	
              Buyer

            	 	
              Purchased Stock

            	 	
              Purchase Price

            	 
	 	 	 	 	 	 	 	 
	
              Ellis
                Capital LP

            	 	 	
              375,000

            	 	
              $

            	
              562,500.00

            	 
	
              Iroquois
                Master Fund Ltd.

            	 	 	
              875,000

            	 	
              $

            	
              1,312,500.00

            	 


    

     

    3. The
      procedures set forth in the Escrow Agreement shall apply to the payment and
      release of the Second Closing Purchase Price (as defined in the Escrow
      Agreement) and reissuance and release of the Second Closing Shares (as defined
      in the Escrow Agreement).

    


    4. Buyers
      hereby release Gunnerman from the sale restrictions of a Lockup Agreement dated
      as of February 12, 2008, made by Gunnerman for Buyers’
benefit.

    


    5. Capitalized
      terms employed herein shall have the meanings given to them in the Stock
      Purchase Agreement.

    


    6. Except
      as
      modified herein, all of the terms of the Stock Purchase Agreement remain in
      full
      force and effect.

    


    7. All
      of
      the venue, jurisdiction, notice and miscellaneous provisions of the Stock
      Purchase Agreement apply to this Second Amendment.

    


    8. This
      Second Amendment shall be effective immediately.

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Second Amendment as of
      the
      first date above written.

    


    
      	  	 	  
	
              RUDOLF
                GUNNERMAN

            	 	
              DORIS
                GUNNERMAN

            


    

    


    PURCHASERS

    


    
      	
              IROQUOIS
                MASTER FUND LTD.

            	 	
              ELLIS
                CAPITAL LP

            
	
               

            	 	
               

            
	
              By:

            	 	
              By:

            
	
              Its:

            	 	
              Its

            


    

    


    The
      Escrow Agent acknowledges receipt of this Second Amendment.

    _____________________________________

    GRUSHKO
      & MITTMAN, P.C. – Escrow Agent