Exhibit
      10.4

    


    DEFAULT
      AGREEMENT

    


    Default
      Agreement, dated as of November 19, 2008, by and among Manhattan
      Pharmaceuticals, Inc. (the “Company”),
      a
      Delaware corporation, with a principal address at 48 Wall Street, Suite 1100,
      New York, New York 10005, and the persons and entities listed on Schedule
      A
      hereto
      (individually, a “Lender”
and,
      collectively, the “Lenders”).

    


    WHEREAS,
      the Company holds 500 shares (the “Shares”)
      of
      Hedrin Pharmaceuticals K/S, a Danish limited partnership (the “Partnership”);
      

    


    WHEREAS,
      the Lenders are the holders of the Company’s 12% Senior Secured Notes (the
“Notes”)
      in the
      principal amounts set forth opposite their names on Schedule A
      hereto;

    


    WHEREAS,
      in connection with the issuance and sale of the Notes, the Company has entered
      into a Security Agreement, dated as of November 19, 2008 (the “Security
      Agreement”),
      with
      the Lenders, pursuant to which the Company has granted to the Lenders a security
      interest in all of the Company’s assets, other than the Shares; 

    


    WHEREAS,
      the Company wishes to provide, as additional security for its Secured
      Obligations (as defined in the Security Agreement) under the Notes, for the
      sale
      of the Shares to the extent necessary to generate proceeds for the payment
      of
      amounts due under the Notes in the event of an Event of Default (as defined
      in
      the Notes) under the Notes, and

    


    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      and
      to induce the Lenders to make the loans under the Notes, the Company hereby
      agrees with the Lenders as follows:

    


    1. Defined
      Terms.
      Capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings ascribed thereto in the Security Agreement.

    


    2. Rights
      Upon an Event of Default.
      

    


    (a) Pursuant
      to and in accordance with the Security Agreement, the Collateral Agent, if
      and
      when so appointed (and if not appointed, the Required Lenders) shall act for
      and
      on behalf of the Lenders as Collateral Agent under this Default Agreement and
      has been appointed the Company’s attorney in fact, with full authority in the
      place and stead of the Company and in the name of the Company to take any and
      all action including, but not limited to, executing any and all instruments
      that
      the Collateral Agent may deem necessary and/or advisable under this Default
      Agreement, as applicable, to enforce Lenders’ rights hereunder.

    


    (b) Upon
      an
      Event of Default, the Collateral Agent shall have the right, subject to
Section
      3
      below,
      with respect to the Shares to give the Company a written notice (the
“Sale
      Notice”)
      that
      all or a portion (as necessary) of the Shares must be immediately sold in order
      to generate proceeds to fulfill any and all Secured Obligations of the Company
      to the Lenders. The Sale Notice may be revoked at any time by written notice
      solely by the Collateral Agent and shall be rescinded and null and void if
      and
      at such time as there is no longer any outstanding uncured Event of
      Default.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c) After
      receipt of the Sale Notice, the Company shall promptly use its commercially
      reasonable efforts to sell all or a portion (as necessary to pay the Secured
      Obligations) of the Shares to an unaffiliated third party (a “Third
      Party Purchaser”)
      on an
      arms’ length basis. The Company may undertake any reasonable process for selling
      the Shares and the Company shall not be required to retain any investment
      banker, finder, or other financial advisor in connection with the sale of the
      Shares. Any sale of Shares to a Third Party Purchaser shall be subject to the
      approval of the Board of Directors of the Company in the exercise of its
      fiduciary obligations under applicable law. 

    


    (d) To
      the
      extent that the Company is unsuccessful in entering into an agreement with
      a
      Third Party Purchaser with respect to a sale of the Shares within sixty (60)
      days of the Sale Notice, the Company shall on the sixty first (61st)
      day (or
      earlier) inform the Lenders in writing of such fact and, and the Placement
      Agent
      and/or the Required Lenders shall have the option of accepting Shares in
      fulfillment of the Secured Obligations, or requiring the Company to engage
      an
      investment banking firm, acceptable to either the Placement Agent or the
      Required Lenders, to complete the sale of Shares to a Third Party Purchaser.
      Any
      acceptance of Shares by the Lenders, or requirement to engage an investment
      banker, shall be made in writing by the Collateral Agent and shall be binding
      on
      all Lenders. The number of Shares to be transferred to the Lenders shall be
      determined by dividing the amount of the Secured Obligations to be paid by
      the
      fair market value of a Share. The fair market value of a Share shall be
      determined by a reputable investment banker (the “Banker”),
      unaffiliated with the Company or any of the Lenders, and chosen by the Board
      of
      Directors of the Company and reasonably acceptable to the Collateral Agent.
      The
      Company shall pay the fees and expenses of the Banker.

    


    (e) In
      the
      event that (i) the value of all the Shares, together with the value of cash
      and
      other assets available to apply to the Secured Obligations is greater than
      the
      Secured Obligations and (ii) the Collateral Agent provides notice to the Company
      that the Lenders will accept Shares as partial fulfillment of the Secured
      Obligations, then to the extent that any of the Company’s cash and other assets
      do not fulfill all of the Secured Obligations of the Company to the Lenders
      then
      the Company shall, transfer such number of Shares equal to the value of any
      remaining outstanding Secured Obligations to the Lenders as fulfillment of
      any
      remaining outstanding Secured Obligations of the Company. Any Shares, cash
      and
      other property transferred to the Lenders shall (unless otherwise agreed by
      the
      Company and all the Lenders) be allocated to the Lenders pro rata based on
      the
      amount of Secured Obligations owed to each such Lender so that, each Lender
      shall receive the same combination of Shares, cash and other
      property.


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    


    3. Joint
      Venture Agreements.

    


    (a) Reference
      is made to the Limited Partnership Agreement of the Partnership, dated February,
      2008, as amended (the “Partnership
      Agreement”),
      and
      the Shareholders’ Agreement, dated February 2008, as amended (the “Shareholders’
      Agreement”)
      of
      Hedrin Pharmaceuticals General Partner ApS (the “General
      Partner”),
      among
      the holders of shares of the General Partner. It is acknowledged and agreed
      that, in accordance with the Shareholders’ Agreement, any transfer of Shares
      must be accompanied by a transfer of a pro rata number of shares of the General
      Partner (“General
      Partner Shares”).
      Any
      transfer of Shares hereunder and a corresponding transfer of General Partner
      Shares, including any sale to a Third Party Purchaser or transfer to the
      Lenders, shall be subject to compliance with the terms of the Partnership
      Agreement and the Shareholders’ Agreement. Without limiting the foregoing, the
      Lenders acknowledge that (i) the Shares are subject to a right of first refusal
      in favor of the other limited partners of the Partnership as set forth in the
      Partnership Agreement, (ii) the other limited partners of the Partnership have
      certain tag-along rights (“Tag-Along
      Rights”)
      with
      respect to transfers of the Shares as set forth in the Partnership Agreement
      and
      (iii) the Shareholders’ Agreement contains certain restrictions on transfer of
      the General Partner Shares. In addition, under the Joint Venture Agreement,
      dated January 31, 2008, as amended, by and between the Company and Nordic
      Biotech Venture Fund II K/S (“Nordic”),
      Nordic has certain rights to sell its shares in the Partnership and the General
      Partner (the “Put
      Rights”)
      to the
      Company.

    


    (b) The
      Company shall have no liability hereunder to the extent that any sale or
      transfer of the Shares contemplated by this Agreement is not completed because
      of any action or inaction by the other limited partners of the Partnership
      or
      shareholders of the General Partner, including due to any exercise by Nordic
      of
      its Put Rights or Tag-Along Rights. In the event that any action or inaction
      by
      the other limited partners of the Partnership or shareholders of the General
      Partnership, are in violation of the Partnership Agreement or the Shareholders’
Agreement, as the case may be, the Company will use its reasonable commercial
      efforts to cause such parties to comply with the terms of the Partnership
      Agreement and/or the Shareholders’ Agreement, as applicable. The Company may, in
      its sole discretion, cease all efforts to sell Shares (and General Partner
      Shares) to a Third Party Purchaser or transfer Shares (and General Partner
      Shares) to the Lenders hereunder, without any liability to the Lenders
      hereunder, if Nordic exercises any of its Put Rights or Tag-Along Rights.


    


    (c) Nothing
      contained herein shall be deemed a transfer, attempted transfer, lien, pledge
      or
      other encumbrance on the Shares or the General Partner Shares. Nothing contained
      herein shall prevent, or require any Lender consent for, the Company’s exercise
      of all rights and privileges of a shareholder of the Partnership or the General
      Partner with respect to the Shares and General Partner Shares, including any
      sale of the Shares or the General Partner Shares. 

    


    (d) In
      accordance with the Partnership Agreement, upon any transfer of the Shares
      and
      General Partner Shares to the Lenders, the Lenders shall execute and adhere
      to
      the Partnership Agreement and the Shareholders’ Agreement. BY
      EXECUTING THIS AGREEMENT EACH LENDER AGREES THAT UPON EXECUTION OF THE
      PARTNERSHIP AGREEMENT AND THE SHAREHOLDERS’ AGREEMENT BY THE COLLATERAL AGENT,
      SOLELY ON BEHALF OF THE LENDERS, EACH LENDER SHALL BE BOUND BY THE PARTNERSHIP
      AGREEMENT AND THE SHAREHOLDERS’ AGREEMENT AS IF HE, SHE OR IT WERE A PARTY
      SIGNATORY THERETO. 


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    


    4. Paragraph
      Headings.
      The
      paragraph headings used in this Agreement are for convenience of reference
      only
      and are not to affect the construction hereof or be taken into consideration
      in
      the interpretation hereof. 

    


    5. No
      Waiver; Cumulative Remedies.
      The
      Lenders shall not by any act, delay, indulgence, omission or otherwise be deemed
      to have waived any right or remedy hereunder or to have acquiesced in any Event
      of Default or in any breach of any of the terms and conditions hereof. No
      failure to exercise, nor any delay in exercising, on the part of the Lenders,
      any right, power or privilege hereunder shall operate as a waiver thereof.
      No
      single or partial exercise of any right, power or privilege hereunder shall
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege. A waiver by the Lenders of any right or remedy
      hereunder on any one occasion shall not be construed as a bar to any right
      or
      remedy which the Lenders would otherwise have on any future occasion. The rights
      and remedies herein provided are cumulative, may be exercised singly or
      concurrently and are not exclusive of any rights or remedies provided by law.
      

    


    6. Waivers
      and Amendments; Successors and Assigns.
      None of
      the terms or provisions of this Agreement may be waived, amended, supplemented
      or otherwise modified except by a written instrument executed by the Company
      and
      the Collateral Agent. This Agreement shall be binding upon the successors and
      assigns of the Borrower; provided that any Third Party Purchaser of the Shares
      or the General Partner Shares shall not be bound by this Agreement, and, subject
      to the foregoing, shall inure to the benefit of the Lenders and their respective
      successors and assigns. 

     

    7. Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given: (a) when personally delivered, (b) five (5) days
      after
      having been deposited in the United States mail, certified or registered, return
      receipt requested, postage prepaid, or (c) one (1) business day after having
      been dispatched by a nationally recognized overnight courier service, addressed
      to (i) in the case of the Company, at its address as set forth above and (ii)
      in
      the case of the Lenders, at the addresses set forth on Schedule
      A
      to this
      Agreement.

     

    8. Governing
      Law; Venue; Waiver Of Jury Trial. This
      Agreement shall be governed by and construed exclusively in accordance with
      the
      internal laws of the State of New York without regard to the conflicts of laws
      principles thereof. The parties hereto hereby expressly and irrevocably agree
      that any suit or proceeding arising directly and/or indirectly pursuant to,
      arising out of or under this Agreement, shall be brought solely and exclusively
      in a federal or state court located in the City, County and State of New York.
      By their execution hereof, the parties hereby expressly covenant and irrevocably
      submit to the in personam
      jurisdiction of the federal and state courts located in the City, County and
      State of New York and agree that any process in any such action may be served
      upon any of them personally, or by certified mail or registered mail upon them
      or their agent, return receipt requested, with the same full force and effect
      as
      if personally served upon them in New York City. The parties hereto expressly
      and irrevocably waive any claim that any such jurisdiction is not a convenient
      forum for any such suit or proceeding and any defense or lack of in personam
      jurisdiction with respect thereto. In the event of any such action or proceeding
      (including, but not limited to, any motions made), the party prevailing therein
      shall be entitled to payment from the other party hereto of its reasonable
      counsel fees and disbursements. The Company and the Lenders hereby waive all
      rights to a trial by jury. 

     

    9. Termination.
      This
      Agreement shall terminate and be of no further force or effect at such time
      as
      the Company shall have fully satisfied its Secured Obligations or shall have
      disposed of all of the Shares. 

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


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

    


    
      	  
               	
              MANHATTAN
                PHARMACEUTICALS, INC.

            
	 	 	 
	
               

            	
              By:  

            	
              /s/
                Michael McGuinness

            
	
               

            	
              Name:
                Michael McGuinness

              Title:
                Chief Financial Officer

            


    

    


    
      	
               

            	
              LENDERS:

              The
                LENDERS executing the Signature Page in the form attached hereto
                as
                Annex
                A
                and delivering the same to the Company or its agents shall be deemed
                to
                have executed this Agreement and agreed to the terms
                hereof.

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    ANNEX
      A


    


    Investor
      Counterpart Signature Page

    


    The
      undersigned, desiring to enter into this Default Agreement dated as of November
      19, 2008 (the “Default
      Agreement”),
      between the undersigned, Manhattan Pharmaceuticals, Inc., a Delaware corporation
      (the “Company”),
      and
      the other parties thereto, in or substantially in the form furnished to the
      undersigned, hereby agrees that execution by the Investors of this Investor
      Counterpart Signature Page shall constitute an agreement to join the Security
      Agreement as a party thereto, with all the rights and privileges appertaining
      thereto, and to be bound in all respects by the terms and conditions of the
      Default Agreement. 


    


    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Neel B. Ackerman

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Neel B. Ackerman

            
	 	 	 
	
              Date:

            	 	
              Date:
                October 27, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name: Martha N. Ackerman

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature: /s/ Martha N. Ackerman

            
	 	 	 
	 	 	
              Date:
                October 27, 2008

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity: Stephen M. Burnich 

                                                 
                     Revocable Trust u/a 10/08/04

            	 	
              Print
                Name:

            
	 	 	 
	
              Signature: /s/
                Stephen M. Burnich

            	 	
              Signature:

            
	 	 	 
	
              Date: October
                29, 2008

            	 	
              Date:

            
	 	 	 
	
              Print
                Name: Stephen M. Burnich

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title: Trustee

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Ennio De Pianto

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Ennio De Pianto

            
	 	 	 
	
              Date:

            	 	
              Date: October
                29, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Matthew Ernst

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Matthew Ernst

            
	 	 	 
	
              Date:

            	 	
              Date: October
                29, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	
               

            
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity: John M. Goodman Living Trust

            	 	
              Print
                Name:

            
	 	 	 
	
              Signature: /s/
                John M. Goodman

            	 	
              Signature:

            
	 	 	 
	
              Date: November
                4, 2008

            	 	
              Date:

            
	 	 	 
	
              Print
                Name: John M. Goodman

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title: Trustee

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Leon Kanner

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Leon Kanner

            
	 	 	 
	
              Date:

            	 	
              Date:
                October 29, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name: Rosemary Kanner

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature: /s/ Rosemary Kanner

            
	 	 	 
	 	 	
              Date:
                October 29, 2008

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Richard Kindt

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Ricahrd Kindt

            
	 	 	 
	
              Date:

            	 	
              Date:
                October 29, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Douglas E. Pritchett

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Douglas E. Pritchett

            
	 	 	 
	
              Date:

            	 	
              Date:
                October 31, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Jerome A. Shinkay

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Jerome A. Shinkay

            
	 	 	 
	
              Date:

            	 	
              Date:
                October 31, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Michael J. Spezia

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Michael J. Spezia

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 3, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: George D. Wilson

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                George D. Wilson

            
	 	 	 
	
              Date:

            	 	
              Date:
                October 27, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name: Diane J. Wilson

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature: /s/ Diane J. Wilson

            
	 	 	 
	 	 	
              Date:
                October 27, 2008

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Joseph L. Jerger

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Joseph L. Jerger

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 6, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: David Pudelsky

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                David Pudelsky

            
	 	 	 
	
              Date:

            	 	
              Date: November
                6, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name: Nancy Pudelsky

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature: /s/ Nancy Pudelsky

            
	 	 	 
	 	 	
              Date:
                November 6, 2008

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: James R. Buck

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                James R. Buck

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 6, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: John O. Dunkin

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                John O. Dunkin

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 4, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity: NFS/FMTC SEP IRA FBO

                                                 
                Jay Jennings

            	 	
              Print
                Name:

            
	 	 	 
	
              Signature: /s/
                Jay Jennings

            	 	
              Signature:

            
	 	 	 
	
              Date: October
                29, 2008

            	 	
              Date:

            
	 	 	 
	
              Print
                Name: Jay Jennings

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title: IRA
                Owner

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity: Landmark Community Bank

                                                 
                Collateral Account FBO

                                                 
                Estate of Catherine Nasser

            	 	
              Print
                Name:

            
	 	 	 
	
              Signature: 
                /s/ William K. Nasser, Jr.

            	 	
              Signature:

            
	 	 	 
	
              Date: November
                4, 2008

            	 	
              Date:

            
	 	 	 
	
              Print
                Name: William K. Nasser, Jr.

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title: 
                Attorney-in-fact

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity: Nasser Family Trust

            	 	
              Print
                Name:

            
	 	 	 
	
              Signature: /s/
                William K. Nasser

            	 	
              Signature:

            
	 	 	 
	
              Date: November
                4, 2008

            	 	
              Date:

            
	 	 	 
	
              Print
                Name: William K. Nasser

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title: Trustee

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: James R. Kahn

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ James R. Kahn

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 12, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name: Debra A. Kahn

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature: /s/ Debra A. Kahn

            
	 	 	 
	 	 	
              Date:
                November 12, 2008

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: A. Starke Taylor, Jr.

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ A. Starke Taylor, Jr.

            
	 	 	 
	
              Date:

            	 	
              Date:
                October 7, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name: Carolyn Taylor

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature: /s/ Carolyn Taylor

            
	 	 	 
	 	 	
              Date:
                October 7, 2008

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Mark Vollmer

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Mark Vollmer

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 11, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Robert J. Guercio

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Robert J. Guercio

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 6, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	
               

            	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	
               

            
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Ralph Hanby

            
	 	 	
               

            
	
              Signature:

            	 	
              Signature: 
                /s/ Ralph Hanby

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 13, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Robert E. Jacobson

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Robert E. Jacobson

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 10, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name: Saralee Jacobson

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature: /s/ Saralee Jacobson

            
	 	 	 
	 	 	
              Date:
                November 10, 2008

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Michael Cushing

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Michael Cushing

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 13, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Raymond Yarusi, Jr.

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Raymond Yarusi, Jr.

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 12, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: James C. Orr

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ James C. Orr

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 9, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Vernon L. Simpson

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Vernon L. Simpson

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 17, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity: Michael Yokoyama & Jaye 

                                                 
                Ventui Family Trust

            	 	
              Print
                Name:

            
	
               

            	 	 
	
              Signature: 
                /s/ Michael Yokoyama & /s/ Jaye Venuti

            	 	
              Signature:

            
	 	 	 
	
              Date: November
                12, 2008

            	 	
              Date:

            
	 	 	 
	
              Print
                Name: Michael Yokoyama & Jaye Ventui

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title: Co-Trustees

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Frederick Peet

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Frederick Peet

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 7, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Ronald Rasmussen

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Ronald Rasmussen

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 12, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Lewis R. Jacobson

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Lewis R. Jacobson

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 17, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Mark B. Ginsburg

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Mark B. Ginsburg

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 18, 2008

            
	
               

            	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Gregory Dovolis

            
	 	 	 
	
              Signature:

            	 	
              Signature: /s/
                Greogory Dovolis

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 3, 2008

            
	 	 	
               

            
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: William S. Silver

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ William S. Silver

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 5, 2008

            
	
               

            	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Praful Desai

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Praful Desai

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 5, 2008

            
	
               

            	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity:

            	 	
              Print
                Name: Thomas Gemellaro

            
	 	 	 
	
              Signature:

            	 	
              Signature: 
                /s/ Thomas Gemellaro

            
	 	 	 
	
              Date:

            	 	
              Date:
                November 13, 2008

            
	 	 	 
	
              Print
                Name:

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title:

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      	
              IF
                AN ENTITY:

            	 	
              IF
                AN INDIVIDUAL:

            
	 	 	 
	
              Print
                Name of Entity: Howard M. Tanning Rollover

                                                 
                IRA

            	 	
              Print
                Name:

            
	 	 	 
	
              Signature: 
                /s/ Howard M. Tanning

            	 	
              Signature:

            
	 	 	 
	
              Date: 
                November 3, 2008

            	 	
              Date:

            
	 	 	 
	
              Print
                Name: Howard M. Tanning

            	 	
              Co-Investor
                Print Name:

            
	 	 	 
	
              Title: 
                IRA Owner

            	 	
              Co-Investor
                Signature:

            
	 	 	 
	 	 	
              Date:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      A


     

    
      	
              Name of Lenders

            	 	
              Principal Amount

              of Note

            	 
	 	 	 	 
	
              Neel
                B. Ackerman and Martha N. Ackerman

            	 	
              $

            	
              200,000

            	 
	
              Stephen
                M. Burnich Revocable Trust u/a 10/08/04

            	 	
              $

            	
              25,000

            	 
	
              Ennio
                De Pianto

            	 	
              $

            	
              50,000

            	 
	
              Matthew
                Ernst

            	 	
              $

            	
              25,000

            	 
	
              John
                M. Goodman Living Trust

            	 	
              $

            	
              25,000

            	 
	
              Leon
                Kanner & Rosemary E. Kanner

            	 	
              $

            	
              25,000

            	 
	
              Richard
                Kindt

            	 	
              $

            	
              10,000

            	 
	
              Douglas
                E. Pritchett

            	 	
              $

            	
              50,000

            	 
	
              Jerome
                A. Shinkay

            	 	
              $

            	
              10,000

            	 
	
              Michael
                J. Spezia

            	 	
              $

            	
              25,000

            	 
	
              George
                D. Wilson & Diane J. Wilson

            	 	
              $

            	
              10,000

            	 
	
              Joseph
                L. Jerger

            	 	
              $

            	
              10,000

            	 
	
              David
                & Nancy Pudelsky

            	 	
              $

            	
              25,000

            	 
	
              James
                R. Buck

            	 	
              $

            	
              10,000

            	 
	
              John
                O. Dunkin

            	 	
              $

            	
              15,000

            	 
	
              NFS/FMTC
                SEP IRA FBO Jay Jennings

            	 	
              $

            	
              15,000

            	 
	
              Landmark
                Community Bank Collateral Account FBO Estate of Catherine
                Nasser

            	 	
              $

            	
              65,000

            	 
	
              Nasser
                Family Trust

            	 	
              $

            	
              25,000

            	 
	
              James
                R. Kahn & Debra A. Kahn, JTWROS

            	 	
              $

            	
              5,000

            	 
	
              Carolyn
                N. Taylor & A. Starke Taylor, Jr.

            	 	
              $

            	
              50,000

            	 
	
              Mark
                Vollmer

            	 	
              $

            	
              5,000

            	 
	
              Robert
                J. Guercio

            	 	
              $

            	
              25,000

            	 
	
              Ralph
                Hanby

            	 	
              $

            	
              5,000

            	 
	
              Robert
                E. Jacobson & Saralee Jacobson, JTWROS

            	 	
              $

            	
              10,000

            	 
	
              Michael
                Cushing

            	 	
              $

            	
              30,000

            	 
	
              Raymond
                Yarusi, Jr.

            	 	
              $

            	
              5,000

            	 
	
              James
                Orr

            	 	
              $

            	
              25,000

            	 
	
              Vernon
                L. Simpson

            	 	
              $

            	
              25,000

            	 
	
              Michael
                H. Yokoyama & Jaye S. Venuti Family Trust

            	 	
              $

            	
              25,000

            	 
	
              Frederick
                Peet

            	 	
              $

            	
              20,000

            	 
	
              Ronald
                Rasmussen

            	 	
              $

            	
              10,000

            	 
	
              Lewis
                R. Jacobson

            	 	
              $

            	
              5,000

            	 
	
              Mark
                B. Ginsburg

            	 	
              $

            	
              25,000

            	 
	
              Gregory
                J. Dovolis

            	 	
              $

            	
              20,000

            	 
	
              William
                S. Silver

            	 	
              $

            	
              25,000

            	 
	
              Praful
                Desai

            	 	
              $

            	
              25,000

            	 
	
              Thomas
                Gemellaro

            	 	
              $

            	
              5,000

            	 
	
              Howard
                M. Tanning Rollover IRA

            	 	
              $

            	
              70,000

            	 
	
              TOTAL:

            	 	 	
              1,035,000