EXHIBIT 10.22

AMENDMENT AND WAIVER AGREEMENT

THIS
AMENDMENT AND WAIVER AGREEMENT (this Agreement) dated as of August
___, 2009, is entered into among Visual Management Systems, Inc, a Nevada
corporation (the Company) and the holders of the Companys Original
Issue Discount 5% Senior Secured Convertible Debentures (individually, a Holder
and collectively, the Holders). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Purchase Agreement or the Debentures (each as defined below).

WHEREAS, pursuant to a Securities
Purchase
Agreement, as amended, (the Purchase Agreement) dated November 29,
2007, between the Company and the Holders, the Company sold Original Issue
Discount 5% Senior Secured Convertible Debentures (the Debentures) to
the Holders, in the aggregate sum of $3.75 million in Principal Amount; and

WHEREAS, the Company has requested
that the
Holders agree to certain waivers and amendments under the Transaction
Documents, and the Holders have agreed to such request, subject to the terms
and conditions of this Agreement;

NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each Holder hereby agrees as follows:

1.        Waiver
of Defaults on the Debentures. The Holders hereby waive the Companys
compliance with Section 8(a)(i)(B) of the Debentures in connection with the
Companys failure to pay interest since August 2008, and failure to make payments
pursuant to the Monthly Redemption beginning in November 2008 and continuing
through the date of this Agreement (the Limited Default Waiver). This
Limited Default Waiver shall not affect the rights set forth in Section 8 of
the Debentures with respect to any other present or future Events of Default.

2.        Adjusted
Principal Amount. The
Company hereby agrees to issue to each Holder in exchange for such Holders
Debentures, an amended and restated debenture (the Amended and Restated
Debentures) with a principal amount equal to the Principal Amount of such
Holders current Debenture plus all outstanding and unpaid interest due and
payable on such Debenture as of the date hereof. The individual principal
amounts of the Amended and Restated Debentures are as set forth on Schedule
A attached
hereto. Other than as amended hereunder, the rights and obligations of the
Holders and the Company with respect to the Amended and Restated Debentures
shall be identical in all respects to the rights and obligations of the Holders
and the Company with respect to the Debentures and the Underlying Shares issued
and issuable pursuant to each Purchase Agreement. For clarity, the Purchase
Agreement and all Transaction Documents thereunder are hereby amended so that the
term Debentures includes the Amended and Restated Debentures and the
term Underlying Shares includes the shares of Common Stock issuable
upon conversion and redemption thereof, and the term Transaction Documents
shall be amended to include this Agreement. The Amended and Restated Debentures
are being issued in substitution for and not in satisfaction of the outstanding
Debentures of each Holder. Upon the written request of either any of the
Holders or the Company, each party shall use commercially reasonable efforts to
deliver the instruments representing the original Debentures to the Company in
exchange for such Holders Amended and Restated Debenture that reflect the
revised terms of such securities as set forth in this Agreement.

3.        Adjustment
to the Conversion Price. The Company hereby agrees to amend the terms of
the Amended and Restated Debenture as follows:

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| | (a)          The
 Conversion Price of the Amended and Restated Debentures shall be reduced to
 be equal to (a) from the date hereof until January 1, 2010, $0.10 per share,
 subject to adjustment therein and (b) from January 1, 2010 until the Maturity
 Date, 80% of the lowest  daily volume weighted average price of the
 Common Stock for such date (or the nearest preceding date) on the Trading
 Market on which the Common Stock is then listed or quoted as reported by
 Bloomberg L.P. during the 20 Trading Days immediately prior to the applicable
 Conversion Date, but in no case less than $0.00625. As such, Section 4(b) of
 the Amended and Restated Debentures is hereby deleted in its entirety and
 replaced with the following:

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| |                                                                                                                                 | Conversion Price.  From August __, 2009 until January 1, 2010, the
conversion price in effect on any Conversion Date shall be equal to $0.10, subject to adjustment herein (the
Conversion Price) and, from January 1, 2010 until the Maturity Date,
the conversion price in effect on any Conversion Date shall be equal to the
lesser of (a) $0.10, subject to
adjustment herein (the Set Price) and (b) 80% of the
lowest  daily volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the Trading Market on which the
Common Stock is then listed or quoted as reported by Bloomberg L.P. during the
20 Trading Days immediately prior to the applicable Conversion Date, but in
no case less than $0.00625 (subject to
adjustment herein) (the Conversion
Price).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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| | (b)       Section 5(a)
of the Amended and Restated Debenture shall be deleted in its
 entirety and replaced with the following:
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| |                                                                                                                                 | Stock
 Dividends and Stock Splits. If the Company, at any time while this
 Debenture is outstanding: (A) pays a stock dividend or otherwise makes a
 distribution or distributions payable in shares of Common Stock on shares of
 Common Stock or any Common Stock Equivalents (which, for avoidance of doubt,
 shall not include any shares of Common Stock issued by the Company upon
 conversion of, or payment of interest on, the Debentures); (B) subdivides
 outstanding shares of Common Stock into a larger number of shares; (C)
 combines (including by way of a reverse stock split) outstanding shares of
 Common Stock into a smaller number of share; or (D) issues, in the event of a
 reclassification of shares of the Common Stock, any shares of capital stock
 of the Company, then the Set Price shall be multiplied by a fraction of which
 the numerator shall be the number of shares of Common Stock (excluding any
 treasury shares of the Company) outstanding immediately before such event and
 of which the denominator shall be the number of shares of Common Stock
 outstanding immediately after such event. Any adjustment made pursuant to
 this Section shall become effective immediately after the record date for the
 determination of stockholders entitled to receive such dividend or
 distribution and shall become effective immediately after the effective date
 in the case of a subdivision, combination or re-classification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| | (c)       Section 5(b)
of the Amended and Restated Debenture shall be deleted in its
 entirety and replaced with the following:
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| |                                                                                                                                 | Subsequent
 Equity Sales. If, at any time while this Debenture is outstanding, the
 Company or any Subsidiary, as applicable, sells or grants any option to
 purchase or sells or grants any right to reprice, or otherwise disposes of or
 issues (or announces any sale, grant or any option to purchase or other
 disposition), any Common Stock or Common Stock Equivalents entitling any
 Person to acquire shares of Common Stock at an effective price per share that
 is lower than the then Set Price (such lower price, the Base Conversion
 Price and such issuances, collectively, a Dilutive Issuance)
 (if the holder of the Common Stock or Common Stock Equivalents so issued
 shall at any time, whether by operation of purchase price adjustments, reset
 provisions, floating conversion, exercise or exchange prices or otherwise, or
 due to warrants, options or rights per share which are issued in connection
 with such issuance, be entitled to receive shares of Common Stock at an
 effective price per share that is lower than the Set Price, such issuance
 shall be deemed to have occurred for less than the Set Price on such date of
 the Dilutive Issuance), then the Set Price shall be reduced to equal the Base
 Conversion Price. Such adjustment shall be made whenever such Common Stock or
 Common Stock Equivalents are issued. Notwithstanding the foregoing, no
 adjustment will be made under this Section 5(b) in respect of an Exempt
 Issuance. If the Company enters into a Variable Rate Transaction, despite the
 prohibition set forth in the Purchase Agreement, the Company shall be deemed
 to have issued Common Stock or Common Stock Equivalents at the lowest
 possible conversion price at which such securities may be converted or
 exercised. The Company shall notify the Holder in writing, no later than 1
 Business Day following the issuance of any Common Stock or Common Stock
 Equivalents subject to this Section 5(b), indicating therein the applicable
 issuance price, or applicable reset price, exchange price, conversion price
 and other pricing terms (such notice, the Dilutive Issuance Notice).
 For purposes of clarification, whether or not the Company provides a Dilutive
 Issuance Notice pursuant to this Section 5(b), upon the occurrence of any
 Dilutive Issuance, the Holder is entitled to receive a number of Conversion
 Shares based upon the Base Conversion Price on or after

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|                                                                                                                                                                                                                                                                                       |                                                                                                                                    | the date of such Dilutive Issuance,
 regardless of whether the Holder accurately refers to the Base Conversion
 Price in the Notice of Conversion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|                                                                                                                                                                                                                                                                                       | (d)       Section 5(c)
of the Amended and Restated Debenture shall be deleted in its
 entirety and replaced with the following:   
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|                                                                                                                                                                                                                                                                                       |                                                                                                                                    | Subsequent
 Rights Offerings. If the Company, at any time while the Debenture is
 outstanding, shall issue rights, options or warrants to all holders of Common
 Stock (and not to Holders) entitling them to subscribe for or purchase shares
 of Common Stock at a price per share that is lower than the VWAP on the
 record date referenced below, then the Set Price shall be multiplied by a
 fraction of which the denominator shall be the number of shares of the Common
 Stock outstanding on the date of issuance of such rights or warrants plus the
 number of additional shares of Common Stock offered for subscription or
 purchase, and of which the numerator shall be the number of shares of the
 Common Stock outstanding on the date of issuance of such rights or warrants
 plus the number of shares which the aggregate offering price of the total
 number of shares so offered (assuming delivery to the Company in full of all
 consideration payable upon exercise of such rights, options or warrants)
 would purchase at such VWAP. Such adjustment shall be made whenever such
 rights or warrants are issued, and shall become effective immediately after
 the record date for the determination of stockholders entitled to receive
 such rights, options or warrants.                                                                                                                                             
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|                                                                                                                                                                                                                                                                                       | (e)       Section 5(d)
of the Amended and Restated Debenture shall be deleted in its
 entirety and replaced with the following:   
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|                                                                                                                                                                                                                                                                                       |                                                                                                                                    | Pro Rata Distributions. If the
 Company, at any time while this Debenture is outstanding, distributes to all
 holders of Common Stock (and not to the Holders) evidences of its
 indebtedness or assets (including cash and cash dividends) or rights or
 warrants to subscribe for or purchase any security (other than the Common
 Stock, which shall be subject to Section 5(b)), then in each such case the
 Set Price shall be adjusted by multiplying such Set Price in effect
 immediately prior to the record date fixed for determination of stockholders
 entitled to receive such distribution by a fraction of which the denominator
 shall be the VWAP determined as of the record date mentioned above, and of
 which the numerator shall be such VWAP on such record date less the then fair
 market value at such record date of the portion of such assets or evidence of
 indebtedness so distributed applicable to 1 outstanding share of the Common
 Stock as determined by the Board of Directors of the Company in good faith.
 In either case the adjustments shall be described in a statement delivered to
 the Holder describing the portion of assets or evidences of indebtedness so
 distributed or such subscription rights applicable to 1 share of Common
 Stock. Such adjustment shall be made whenever any such distribution is made
 and shall become effective immediately after the record date mentioned
 above.
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|                                                                                                                                                                                                                                                                                       | (f)       Section 5(g)(i)
of the Amended and Restated Debenture shall be deleted in its
 entirety and replaced with the following:
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|                                                                                                                                                                                                                                                                                       |                                                                                                                                    | Adjustment to Set Price. Whenever
 the Conversion Price or Set Price is adjusted pursuant to any provision of
 this Section 5, the Company shall promptly deliver to each Holder a notice
 setting forth the Conversion Price or Set Price, as applicable, after such
 adjustment and setting forth a brief statement of the facts requiring such adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|4.          Adjustment
 to Exercise Price of Warrants. The Exercise Price of the Warrants shall
 be adjusted to be equal to $0.12 per share, subject to adjustment therein. As
 such, Section 2(b) of the Warrants is hereby deleted in its entirety and
 replaced with the following:
|                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                       |                                                                                                                                    | Exercise Price.
 The exercise price per share of the Common Stock under this Warrant shall be
 $0.12, subject to adjustment hereunder (the Exercise Price).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|5.        Representations
 and Warranties of the Company. The Company hereby makes the
 representations and warranties set forth below to the Holders as of the date
 of its execution of this Agreement:
|                                                                                                                                                                                                         
|                                                                                                                                                                                                          | (a)       Authorization;
 Enforcement. The Company has the requisite corporate power and authority
 to enter into and to consummate the transactions contemplated by this
 Agreement and otherwise to carry out its obligations hereunder and
 thereunder. The execution and delivery of this Agreement by the Company and
 the consummation by the Company of the transactions contemplated hereby have
 been duly authorized by all necessary action on the part of the Company and
 no further action is required by the Company, its board of directors or its
 stockholders in connection therewith other than in connection with the
 Required Approvals. This Agreement has been duly executed by the Company and,
 when delivered in accordance with the terms hereof, will constitute the valid
 and binding obligation of the Company enforceable against the Company in
 accordance with its terms, except (i) as limited by general equitable
 principles and applicable bankruptcy, insolvency, reorganization, moratorium
 and other laws of general application affecting enforcement of creditors
 rights generally, (ii) as limited by laws relating to the availability of
 specific performance, injunctive relief or other equitable remedies and (iii)
 insofar as indemnification and contribution provisions may be limited by
 applicable law.                                                 
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|                                                                                                                                                                                                          | (b)       No
 Conflicts. The execution, delivery and performance of this Agreement by
 the Company and the consummation by the Company of the transactions
 contemplated hereby do not and will not: (i) conflict with or violate any
 provision of the Companys certificate or articles of incorporation, bylaws
 or other organizational or charter documents; or (ii) conflict with, or
 constitute a default (or an event that with notice or lapse of time or both
 would become a default) under, result in the creation of any Lien upon any of
 the properties or assets of the Company in connection with, or give to others
 any rights of termination, amendment, acceleration or cancellation (with or
 without notice, lapse of time or both) of, any material agreement, credit
 facility, debt or other material instrument (evidencing Company debt or otherwise)
 or other material understanding to which such Company is a party or by which
 any property or asset of the Company is bound or affected; or (iii) subject
 to the Required Approvals, conflict with or result in a violation of any law,
 rule, regulation, order, judgment, injunction, decree or other restriction of
 any court or governmental authority to which the Company is subject
 (including federal and state securities laws and regulations), or by which
 any property or asset of the Company is bound or affected.
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|                                                                                                                                                                                                          | (c)       Issuance
 of the Amended and Restated Debentures. The Amended and Restated
 Debentures are duly authorized and, upon the execution of this Agreement by
 the Holders will be duly and validly issued, fully paid and nonassessable,
 free and clear of all Liens imposed by the Company other than restrictions on
 transfer provided for in the Transaction Documents. The Underlying Shares,
 when issued in accordance with the terms of the Amended and Restated
 Debentures will be validly issued, fully paid and nonassessable, free and
 clear of all Liens imposed by the Company. The Company has reserved from its
 duly authorized capital stock a number of shares of Common Stock for issuance
 of the Underlying Shares sufficient for the conversion in full of the Amended
 and Restated Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|                                                                                                                                                                                                          | (d)       Holding
 Period for Amended and Restated Debentures. Pursuant to Rule 144, the
 holding period of the Amended and Restated Debentures (and Underlying Shares
 issuable upon conversion and redemption thereof) shall tack back to the
 original issue date of each of the Debentures. The Company agrees not to take
 a position contrary to this paragraph. The Company agrees to take all
 actions, including, without limitation, the issuance by its legal counsel of
 any necessary legal opinions (which may be satisfied pursuant to Section 7),
 necessary to issue to the Amended and Restated Debentures (and Underlying
 Shares issuable upon conversion and redemption thereof) without restriction
 and not containing any restrictive legend without the need for any action by
 the Holder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|                                                                                                                                                                                                          | (e)       No
 Novation. The Amended and Restated Debentures are being issued in
 substitution for and not in satisfaction of the Debentures. The Amended and
 Restated Debentures shall not constitute a novation or satisfaction and
 accord of any of the Debentures. The Company hereby acknowledges and agrees
 that the Amended and Restated Debentures shall amend, restate, modify,
 extend, renew and continue the terms and provisions contained in the Debentures
 and shall not extinguish or release the Company or any of its                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Subsidiaries
 under any Transaction Document (as defined in the Purchase Agreement) or
 otherwise constitute a novation of its obligations thereunder.                                                                                                                                                                                                                    
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (f)       Equal
 Consideration. Except as set forth in this Agreement, no consideration
 has been offered or paid to any person to amend or consent to a waiver,
 modification, forbearance or otherwise of any provision of any of the Amended
 and Restated Debentures or Transaction Documents.                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (g)       Affirmation
 of Prior Representations and Warranties. Except as set forth in the SEC
 Reports, the Company hereby represents and warrants to the Holder that the
 Companys representations and warranties set forth in each of the documents
 executed by the Company in connection with the Transaction Documents are true
 and correct as of the date hereof.
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|6.      Representations
 and Warranties of the Holders. The Holders severally and not jointly
 hereby make the representation and warranty set forth below to the Company
 that as of the date of its execution of this Agreement. Such Holder
 represents and warrants that (a) the execution and delivery of this Agreement
 by it and the consummation by it of the transactions contemplated hereby have
 been duly authorized by all necessary action on its behalf and (b) this
 Agreement has been duly executed and delivered by such Holder and constitutes
 the valid and binding obligation of such Holder, enforceable against it in
 accordance with its terms except (i) as limited by general equitable
 principles and applicable bankruptcy, insolvency, reorganization, moratorium
 and other laws of general application affecting enforcement of creditors
 rights generally, (ii) as limited by laws relating to the availability of
 specific performance, injunctive relief or other equitable remedies and (iii)
 insofar as indemnification and contribution provisions may be limited by
 applicable law.
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|7.      Legal
 Opinion. The Company hereby agrees to cause its legal counsel to issue a
 legal opinion to the undersigned Holders and the Transfer Agent regarding
 this Agreement and the transactions contemplated hereby, in form and
 substance reasonably acceptable to the Holders, including an opinion that the
 Amended and Restated Debentures may be sold pursuant to Rule 144 without
 volume restrictions or manner of sale limitations and that certificates
 representing securities issuable upon conversion of the Amended and Restated
 Debentures may be issued without a restrictive legend as required pursuant to
 Section 4.1 of the Purchase Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|8.      Public
 Disclosure. The Company shall, as soon as practical and, in any event,
 within 4 days of the date hereof, issue a Current Report on Form 8-K,
 reasonably acceptable to the Holders, disclosing the material terms of the
 transactions contemplated hereby and attaching this Agreement as an exhibit
 thereto. The Company shall consult with the Holders in issuing any other
 press releases with respect to the transactions contemplated hereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|9.      Effect
 on Transaction Documents. Except as expressly set forth above, all of the
 terms and conditions of the Transaction Documents shall continue in full
 force and effect after the execution of this Agreement and shall not be in
 any way changed, modified or superseded by the terms set forth herein,
 including, but not limited to, any other obligations the Company may have to
 the Holders under the Transaction Documents. Notwithstanding the foregoing,
 this Agreement shall be deemed for all purposes as an amendment to any
 Transaction Document as required to serve the purposes hereof, and in the
 event of any conflict between the terms and provisions of any other
 Transaction Document, on the one hand, and the terms and provisions of this
 Agreement, on the other hand, the terms and provisions of this Agreement
 shall prevail.                                                                                                                                                                                                                                                   
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|10.    Amendments and Waivers. The
 provisions of this Agreement, including the provisions of this sentence, may
 not be amended, modified or supplemented, and waivers or consents to
 departures from the provisions hereof may not be given, unless the same shall
 be in writing and signed by the Company and the Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11.    Notices. Any and all notices or
 other communications or deliveries required or permitted to be provided
 hereunder shall be delivered as set forth in the Purchase Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12.    Survival.
 All warranties and representations (as of the date such warranties and
 representations were made) made herein or in any certificate or other
 instrument delivered by it or on its behalf under this Agreement shall be
 considered to have been relied upon by the parties hereto and shall survive
 the execution of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13.    Successors and Assigns. This
 Agreement shall inure to the benefit of and be binding upon the successors
 and permitted assigns of each of the parties; provided, however,
 that no party may assign this Agreement or the obligations and rights of such
 party hereunder without the prior written consent of the other parties
 hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.    Execution. This Agreement may
 be executed in two or more counterparts, all of which when taken together
 shall be considered one and the same agreement and shall become effective
 when counterparts have been signed by each party and delivered to the other
 party, it being understood that both parties need not sign the same
 counterpart. In the event that any signature is delivered by facsimile
 transmission or by e-mail delivery of a .pdf format data file, such signature
 shall create a valid and binding obligation of the party executing (or on
 whose behalf such signature is executed) with the same force and effect as if
 such facsimile or .pdf signature page were an original thereof.                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|15.    Fees
 and Expenses. At the Closing, the Company has agreed to reimburse Enable
 Opportunity Partners, LP the non-accountable sum of $2,500 for its legal fees
 and expenses, none of which has been paid prior to the Closing. Except as
 expressly set forth in this Agreement, each party shall pay the fees and
 expenses of its advisers, counsel, accountants and other experts, if any, and
 all other expenses incurred by such party incident to the negotiation,
 preparation, execution, delivery and performance of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|16.    Governing
 Law. All questions concerning the construction, validity, enforcement and
 interpretation of this Agreement shall be determined pursuant to the
 Governing Law provision of the Purchase Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|17.    Severability. If any provision
 of this Agreement is held to be invalid or unenforceable in any respect, the
 validity and enforceability of the remaining terms and provisions of this
 Agreement shall not in any way be affected or impaired thereby and the
 parties will attempt to agree upon a valid and enforceable provision that is
 a reasonable substitute therefor, and upon so agreeing, shall incorporate
 such substitute provision in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|18.    Construction. The headings
 herein are for convenience only, do not constitute a part of this Agreement
 and shall not be deemed to limit or affect any of the provisions hereof. The
 language used in this Agreement will be deemed to be the language chosen by
 the parties to express their mutual intent, and no rules of strict construction
 will be applied against any party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.    Entire
 Agreement. The Agreement, together with the exhibits and schedules
 thereto, contain the entire understanding of the parties with respect to the
 subject matter hereof and supersede all prior agreements and understandings,
 oral or written, with respect to such matters, which the parties acknowledge
 have been merged into such documents, exhibits and schedules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|20.    Independent
 Nature of Holders Obligations and Rights. The obligations of each Holder
 hereunder are several and not joint with the obligations of any other Holders
 hereunder, and no Holder shall be responsible in any way for the performance
 of the obligations of any other Holder hereunder. Nothing contained herein or
 in any other agreement or document delivered at any closing, and no action
 taken by any Holder pursuant hereto, shall be deemed to constitute the
 Holders as a partnership, an association, a joint venture or any other kind
 of entity, or create a presumption that the Holders are in any way acting in
 concert with respect to such obligations or the transactions contemplated by
 this Agreement. Each Holder shall be entitled to protect and enforce its
 rights, including without limitation the rights arising out of this
 Agreement, and it shall not be necessary for any other Holder to be joined as
 an additional party in any proceeding for such purpose.

6

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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their proper and duly authorized officers as of the day and year first above
written.

| |                                           |  | 
| | ----------------------------------------- |  | 
| | Visual
 Management Systems, Inc.          | 
| |                                           | 
| | By:                                       |  | 
| |                                           |  | 
| | Name:                                     | 
| | Title:                                    | 
| |                                           |  | 
| | Enable
 Opportunity Partners, LP          | 
| |                                           |  | 
| | By:                                       |  | 
| |                                           |  | 
| | Name:                                     | 
| | Title:                                    | 
| |                                           |  | 
| | Enable
 Growth Partners, LP               | 
| |                                           |  | 
| | By:                                       |  | 
| |                                           |  | 
| | Name:                                     | 
| | Title:                                    | 
| |                                           |  | 
| | Pierce
 Diversified Master Fund, LLC, Ena | 
| |                                           |  | 
| | By:                                       |  | 
| |                                           |  | 
| | Name:                                     | 
| | Title:                                    | 

Schedule
A  Principal Amounts of Amended and Restated Debentures

|                                             |  |                                                    |           | 
|-------------------------------------------- |  | -------------------------------------------------- | --------- | 
|Holder                                       |  | Principal Amount of Amended and Restated Debenture
|                                             |  |                                                   
|Enable
 Growth Partners LP                   |  | $                                                  | 3,587,159 | 
|Enable
 Opportunity Partners LP              |  | $                                                  | 398,573   | 
|Pierce
 Diversified Strategy Master Fund LLC |  | $                                                  | 98,010    | 

7

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