EXHIBIT
        4(a)

    

     

    SECURITIES
      PURCHASE AGREEMENT 

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of June 6, 2007, among Knobias, Inc., a Delaware corporation (the
      “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”).

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      Rule 506 promulgated thereunder, the Company desires to issue and sell to each
      Purchaser, and each Purchaser, severally and not jointly, desires to purchase
      from the Company, securities of the Company as more fully described in this
      Agreement.

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and each Purchaser, severally and not
      jointly, agree as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1
      Definitions.
      In
      addition to the terms defined elsewhere in this Agreement: (a) capitalized
      terms
      that are not otherwise defined herein have the meanings given to such terms
      in
      the Notes (as defined herein), and (b) the following terms have the meanings
      indicated in this Section 1.1:

     

    “Action”
shall
      have the meaning ascribed to such term in Section 3.1(j).

     

    “Advisory
      Agreement”
means
      that certain advisory agreement dated as of the Initial Closing Date, between
      the Company and Centrecourt in the form of Exhibit
      B
      attached
      hereto.

     

    “Agent”
means
      CAMOFI Master LDC, in its capacity as agent of the Purchasers for the purposes
      of holding the Security Documents on their behalf as described in Section
      5.20.

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144 under the Securities
      Act.
      With
      respect to a Purchaser, any investment fund or managed account that is managed
      on a discretionary basis by the same investment manager as any Purchaser will
      be
      deemed to be an Affiliate of such Purchaser.

     

    “Aylor
      Subordinated Note”
means
      that certain Subordinated Note of the Company issued to Timothy Aylor, dated
      the
      date hereof, in the principal amount of $70,999.54.

    


    “Bridge
      Notes” means the bridge notes of the Company in the aggregate principal amount
      of $666,000 issued to the Initial Purchaser. 

    


    “Board”
means
      the Board of Directors of the Company.

    


    “Brookhaven
      Subordinated Note”
means
      that certain Subordinated Note of the Company issued to the Bank of Brookhaven,
      dated the date hereof, in the principal amount of $184,268.95.

    


    
      
         

      

      
        Exhibit
          4(a) - Page
          1

        
          

        

      

      
         

      

    

    “Centrecourt”
means
      Centrecourt Asset Management LLC, a Delaware limited liability
      company.

     

    “Certificate
      of Amendment” means the Certificate of Amendment to the Amended and Restated
      Certificate of Incorporation of the Company, to be submitted for the approval
      of
      the stockholders of the Company as soon as practicable after the Initial Closing
      Date and which will, among other things, effect a 1-for-100 reverse stock split
      (the “Reverse Split”) of the Company’s issued and outstanding shares of Common
      Stock.

     

    “Closing”
means
      the closing of the purchase and sale of the Securities pursuant to Section
      2.1,
      to be held on the Initial Closing Date or the Subsequent Closing Date, as the
      context may require.

     

    “Commission”
means
      the United States Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common stock of the Company, par value $0.01 per share, and any securities
      into which such common stock shall hereinafter have been
      reclassified.

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries which would entitle the holder
      thereof to acquire at any time Common Stock, including without limitation,
      any
      debt, preferred stock, rights, options, warrants or other instrument that is
      at
      any time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Company
      Counsel”
means
      Maynard, Cooper & Gale, P.C.

     

    “Conversion
      Shares”
means
      shares of Common Stock issued upon conversion of all or a portion of the Notes
      by the Holder.

     

    “Disclosure
      Schedules”
shall
      have the meaning ascribed to such term in Section 3.1 hereof.

     

    “Effective
      Date”
means
      the date that the initial Registration Statement filed by the Company pursuant
      to the Registration Rights Agreement is first declared effective by the
      Commission.

     

    “Eligible
      Market”
means
      the following markets or exchanges: the Nasdaq SmallCap Market, the American
      Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or
      the
      OTC Bulletin Board.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Exchange
      Agreement”
means
      that certain Exchange Agreement dated as the date hereof, by and between the
      Company and CAMOFI Master LDC.

    


    “Exchange
      and Conversion Agreement”
means
      the Exchange Agreement, dated the date hereof, by and among, CAMOFI Master
      LDC
      f/k/a DCOFI Master LDC, Bushido Capital Master Fund, L.P., Gamma Opportunity
      Capital Partners, LP, and Bridges & Pipes LLC.

    


    
      
         

      

      
        Exhibit
          4(a) - Page
          2

        
          

        

      

      
         

      

    

    “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers
      or
      directors of
      the
      Company, not to exceed 100,000 shares or options per year in the aggregate,
      pursuant to any stock or option plan duly adopted by a majority of the
      non-employee members of the Board or a majority of the members of a committee
      of
      non-employee directors established for such purpose or (b) securities upon
      the
      exercise of any securities issued hereunder, or convertible securities, options
      or warrants issued and outstanding on the date of this Agreement, provided
      that
      such securities have not been amended since the date of this Agreement to
      increase the number of such securities or to decrease the exercise, exchange
      or
      conversion price of any such securities.

     

    “GAAP”
shall
      have the meaning ascribed to such term in Section 3.1(h) hereof.

     

    “Initial
      Closing Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties thereto, and all conditions precedent to
      (i)
      the Initial Purchaser’s respective obligations to pay the Subscription Amount
      and (ii) the Company’s obligations to deliver the Notes have been satisfied or
      waived.

     

    “Initial
      Purchaser”
means
      CAMOFI Master LDC.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, right of first refusal, preemptive
      right or other restriction. 

     

    “LOI”
means
      that
      certain Letter of Intent, dated February 22, 2007, by and among Knobias, Inc.
      (the “Company”), CAMOFI Master LDC f/k/a DCOFI Master LDC, Bushido Capital
      Master Fund, L.P., Gamma Opportunity Capital Partners, LP, Bridges & Pipes
      LLC, Bank of Brookhaven, Timothy Aylor, E. Key Ramsey and Gregory E. Ballard,
      as
      amended by that certain Amendment dated February 23, 2007.

     

    “Material
      Adverse Effect”
shall
      have the meaning ascribed to such term in Section 3.1(b) hereof.

     

    “Material
      Permits”
shall
      have the meaning ascribed to such term in Section 3.1(m).

     

    “Notes”
means
      the Senior Secured Convertible Notes due, subject to the terms therein, three
      years from their respective dates of issuance, issued by the Company to each
      of
      the Purchasers hereunder, in the form of Exhibit
      A
      attached
      hereto.

     

    “Option
      Cancellation Agreement”
means
      the Option Cancellation Agreement, dated the date hereof, between the Company
      and the holders of the Company’s outstanding options to purchase shares of the
      Company’s Common Stock.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          3

        
          

        

      

      
         

      

    

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated the date hereof, among the Company
      and
      the Purchasers, in the form of Exhibit
      C
      attached
      hereto.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale of the Conversion Shares by any
      Purchaser as provided for in the Registration Rights Agreement.

     

    “Required
      Approvals”
shall
      have the meaning ascribed to such term in Section 3.1(e).

     

    “Required
      Minimum”
means,
      as of any date, the maximum aggregate number of shares of Common Stock then
      issued or potentially issuable in the future pursuant to the Transaction
      Documents ignoring any exercise limits set forth therein.

     

    “Responsible
      Officer”
means,
      as to any Person, the Chief Executive Officer, the President, or Chief Financial
      Officer. Unless otherwise specified, all references to a Responsible Officer
      herein shall mean a Responsible Officer of the Company acting on behalf of
      the
      Company.

    


    “Restructuring”
means
      the restructuring of the debt and equity capitalization of the Company
      substantially pursuant to the terms and provisions of the LOI.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “SEC
      Reports”
shall
      have the meaning ascribed to such term in Section 3.1(h) hereof.

     

    “Securities”
means
      the Notes and the Conversion Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended,
      and the
      rules and regulations promulgated thereunder.

     

    “Security
      Agreement”
means
      the Security Agreement, dated the date hereof, between the Company, the
      Subsidiaries and the Agent on behalf of the Purchasers, in the form of
Exhibit
      D
      attached
      hereto.

     

    “Security
      Documents”
means
      the Security Agreement, the Subsidiary Guarantee(s) and any other documents
      and
      filings required thereunder in order to grant the Agent (on behalf of the
      Purchasers) a perfected security interest in all of the assets of the Company,
      including all UCC-1 filing receipts and mortgages on the real
      property.

     

    “Series
      A Amendment Agreement and Consent”
means
      that certain Agreement to Amend and Restate the Certificate of Designation
      of
      Series A Preferred Stock of Knobias, Inc. and Consent of the Holders of Series
      A
      Preferred Stock of Knobias, Inc. dated the date hereof by and among the Company
      and the Series A Shareholders.

    


    “Series
      A Preferred Stock”
means
      shares of Series A Preferred Stock of the Company, issued pursuant to the
      Certificate of Designation of Series A Preferred Stock of Knobias, Inc., dated
      November 15, 2004.

    


    
      
         

      

      
        Exhibit
          4(a) - Page
          4

        
          

        

      

      
         

      

    

    “Series
      A Shareholders”
means
      all of the holders of the outstanding shares of Series A Preferred
      Stock.

    


    “Series
      B Preferred Stock”
means
      shares of Series B Senior Convertible Preferred Stock of the Company issued
      upon
      conversion of certain debt of the Company, pursuant to the Restructuring and
      the
      Certificate of Designation of Series B Senior Convertible Preferred Stock,
      to be
      filed with the Secretary of State of Delaware.

    


    “Series
      B Shareholders”
means
      all of the holders of the outstanding shares of Series B Preferred
      Stock.

    


    “Subsequent
      Closing Date”
means
      the Trading Day, not to exceed 60 days after the Initial Closing Date, when
      all
      conditions precedent to (i) the Subsequent Purchasers’ respective obligations to
      pay the Subscription Amount and (ii) the Company’s obligations to deliver the
      Notes have been satisfied or waived.

     

    “Subsequent
      Purchaser”
means
      any Person, reasonably acceptable to the Initial Purchaser, who becomes a party,
      as a Purchaser, to this Agreement after the Initial Closing Date.

     

    “Subscription
      Amount”
means,
      as to any Purchaser, the aggregate amount to be paid for the Notes purchased
      hereunder as specified below such Purchaser’s name on the signature page of this
      Agreement and next to the heading “Subscription Amount”, in United States
      Dollars and in immediately available funds.

     

    “Subsidiary”
means
      any subsidiary of the Company as set forth on Schedule
      3.1(a).

     

    “Subsidiary
      Guarantee(s)”
means
      the Subsidiary Guarantee(s), dated the date hereof, among each of the
      Subsidiaries and the Purchasers, in the form of Exhibit
      E
      attached
      hereto.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is listed or quoted for trading on a Trading
      Market.

     

    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the Nasdaq SmallCap Market, the American
      Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or
      the
      OTC Bulletin Board.

    


    “Transaction
      Documents”
means
      this Agreement, the Notes, the Security Agreement, the Subsidiary Guarantee(s),
      the Registration Rights Agreement, the Advisory Agreement, the Exchange
      Agreement, the Series
      A
      Amendment Agreement and Consent
      and any
      other documents, instruments or agreements executed and delivered pursuant
      to
      Section 2.2(a) hereof and in connection with the transactions contemplated
      hereunder.

     

    “VWAP”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the primary Trading Market on which the Common
      Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based
      on
      a Trading Day from 9:30 a.m. New York City Time to 4:02 p.m. New York City
      Time
      ) using the VAP function; (b) if the Common Stock is not then listed or quoted
      on the Trading Market and if prices for the Common Stock are then reported
      in
      the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization
      or agency succeeding to its functions of reporting prices), the most recent
      bid
      price per share of the Common Stock so reported; or (c) in all other cases,
      the
      fair market value of a share of Common Stock as determined by a nationally
      recognized-independent appraiser selected in good faith by Purchasers holding
      a
      majority of the principal amount of Notes then outstanding.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          5

        
          

        

      

      
         

      

    

    “Warrant
      Cancellation Agreement”
means
      the Warrant Cancellation Agreement, dated the date hereof, between the Company
      and the holders of the Company’s outstanding warrants to purchase shares of the
      Company’s Common Stock.

     

    ARTICLE
      II

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Initial Closing Date, upon the terms and subject to the conditions set forth
      herein, concurrent with the execution and delivery of this Agreement by the
      Initial Purchaser and the Company, the Company agrees to sell and issue, and
      the
      Initial Purchaser agrees to purchase, the principal amount of the Notes set
      forth as the “Subscription Amount” on the Initial Purchaser’s signature page to
      this Agreement (not to be less than $1,530,000), secured by a first priority
      lien, more fully described in the Security Agreement, on all assets of the
      Company and the Subsidiaries. On the Subsequent Closing Date, upon the terms
      and
      subject to the conditions set forth herein, concurrent with the execution and
      delivery of this Agreement by the Subsequent Purchasers, the Company agrees
      to
      sell, and each of the Subsequent Purchasers severally (and not jointly) agrees
      to purchase, the principal amount of the Notes set forth as the Subscription
      Amount on such Subsequent Purchaser’s signature page to this Agreement (not to
      be less than $1,470,000 in the aggregate), secured by a first priority lien
      (pari
      passu
      with the
      lien securing the Notes issued on the Initial Closing Date), more fully
      described in the Security Agreement, on all assets of the Company and the
      Subsidiaries.

     

    At
      the
      Closing, each Purchaser shall deliver to the Company, via wire transfer,
      immediately available funds equal to its Subscription Amount (and with respect
      to the Initial Purchaser less the amount of any Bridge Notes converting into
      this financing) and the Company shall deliver to each Purchaser its Note as
      determined pursuant to Section 2.2, and the other items set forth in Section
      2.2
      issuable at the Closing. Upon satisfaction of the conditions set forth in
      Section 2.3, the Closing shall occur at the offices of the Company, or such
      other location as the parties shall mutually agree.

     

    2.2 Deliveries.

    


    
      	 	
              a)

            	
              On
                the Initial Closing Date, the Company shall deliver to the Initial
                Purchaser the following:

            


    

     

    
      	
            	(i)	
              this
                Agreement duly executed by the
                Company;

            


    

     

    
      	
            	(ii)	
              a
                duly executed Note with a principal amount equal to the Initial
                Purchaser’s Subscription Amount, registered in the name of the Initial
                Purchaser;

            


    

     

    
      	
            	(iii)	
              the
                Registration Rights Agreement duly executed by the
                Company;

            


    

     

    
      	
            	(iv)	
              the
                Security Agreement, duly executed by the Company and the Subsidiaries,
                along with all the Security
                Documents;

            


    

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          6

        
          

        

      

      
         

      

    

    
      	
            	
              (v)

            	
              the
                Subsidiary Guarantee(s), duly executed by the Subsidiaries;
                

            


    

     

    
      	
            	(vi)	
              the
                Advisory Agreement duly executed by the Company and
                Centrecourt;

            


    

     

    
      	
            	(vii)	
              a
                use of proceeds statement, duly executed by the chief financial officer
                of
                the Company, attesting to the use of proceeds from the issuance of
                the
                Notes; 

            


    

     

    
      	
            	(viii)	
              an
                executed copy of the Series A Amendment Agreement and
                Consent;

            


    

     

    
      	
            	(ix)	
              an
                executed copy of the Exchange and Conversion Agreement;
                

            


    

     

    
      	
            	(x)	
              an
                executed copy of the Exchange
                Agreement;

            


    

     

    
      	
            	(xi)	
              an
                executed copy of each of the Aylor Subordinated Note and the Brookhaven
                Subordinated Note;

            


    

     

    
      	
            	(xii)	
              an
                executed copy of the Option Cancellation
                Agreement;

            


    

     

    
      	
            	(xiii)	
              an
                executed copy of the Warrant Cancellation Agreement;
                

            


    

     

    
      	 	
              (xiv)

            	
              a
                certificate of a Responsible Officer of the Company certifying (A)
                the
                resolutions of the Board authorizing the Transaction Documents and
                the
                transactions described therein, (B) attesting to the incumbency of
                the
                officers of the Company and the Subsidiaries and (C) that all of
                the
                outstanding options and warrants to purchase common stock of the
                Company
                have been cancelled by the Company as of the Initial Closing
                Date;

            


    

     

    
      	 	
              (xv)

            	
              a
                certificate of a Responsible Officer of each of the Company’s Subsidiaries
                certifying (A) the resolutions of the board of directors or similar
                governing body authorizing the Transaction Documents to which it
                is a
                party and the transactions described therein and (B) attesting to
                the
                incumbency of the officers of the Subsidiaries;


            


    

     

    
      	 	
              (xvi)

            	
              a
                legal opinion of Company Counsel in the form of Exhibit
                F
                attached hereto; and

            


    

     

    
      	 	
              (xvii)

            	
              such
                other documents, agreements, papers and instruments as the Initial
                Purchaser may reasonably request.

            


    

     

    
      	 	
              b)

            	
              On
                the Subsequent Closing Date, the Company shall deliver to each Subsequent
                Purchaser the following:

            


    

     

    
      	
            	(i)	
              this
                Agreement duly executed by the
                Company;

            


    

     

    
      	 	
              (ii)

            	
              a
                duly executed Note with a principal amount equal to such Subsequent
                Purchaser’s Subscription Amount, registered in the name of such Subsequent
                Purchaser;

            


    

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          7

        
          

        

      

      
         

      

    

     

    
      	
            	(iii)	
              the
                Registration Rights Agreement duly executed by the
                Company;

            


    

     

    
      	 	
              (iv)

            	
              the
                Security Agreement, duly executed by the Company and the Subsidiaries,
                along with all the Security
                Documents;

            


    

     

    
      	
            	(v)	
              the
                Subsidiary Guarantee(s), duly executed by the Subsidiaries;
                

            


    

     

    
      	 	
              c)

            	
              On
                the Initial Closing Date and the Subsequent Closing Date, the Initial
                Purchaser and the Subsequent Purchasers, as the case may be, shall
                deliver
                or cause to be delivered to the Company the following:
                

            


    

     

    this
      Agreement duly executed by such Purchaser;

     

    the
      Purchaser’s Subscription Amount by wire transfer to the account of the Company;


     

    the
      Registration Rights Agreement duly executed by such Purchaser; and

     

    the
      Security Agreement, duly executed by such Purchaser.

     

    2.3 Closing
      Conditions.
      

    


    a) The
      obligations of the Company hereunder in connection with the Closing are subject
      to the following conditions being met:

     

    
      	 	
              (i)

            	
              the
                accuracy in all material respects when made and on the Initial Closing
                Date and the Subsequent Closing Date of the representations and warranties
                of the Purchasers contained herein;

            


    

     

    
      	 	
              (ii)

            	
              all
                obligations, covenants and agreements of each Purchaser required
                to be
                performed at or prior to the Initial Closing Date and the Subsequent
                Closing Date shall have been performed;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                delivery by each Purchaser of the items set forth in Section 2.2(c)
                of
                this Agreement.

            


    

     

    
      	 	
              b)

            	
              The
                respective obligations of the Initial Purchaser hereunder in connection
                with the Closing are subject to the following conditions being
                met

            


    

     

    
      	
            	(i)	
              the
                accuracy in all material respects when made and on the Closing Date
                of the
                representations and warranties of the Company contained
                herein;

            


    

     

    
      
        	
              	(ii)	
                all
                  obligations,
                  covenants and agreements of the Company required to be performed
                  at or
                  prior to the Closing Date shall have been
                  performed;

              


      

    

     

    
      
        	
              	(iii)	
                the
                  Initial
                  Purchaser shall be satisfied with the results of its due diligence
                  investigation of the Company;

              


      

    

     

    
      
        	
              	(iv)	
                the
                  Initial
                  Purchaser shall be satisfied with the Company’s current and projected uses
                  of cash;

              


      

    

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          8

        
          

        

      

      
         

      

    

     

    
      
        	
              	(v)	
                the
                  Board
                  shall have amended the Bylaws of the Company in order to provide
                  that the
                  Board may be comprised of not less than one (1) nor more than seven
                  (7)
                  directors, the exact number to be determined from time to time
                  by
                  resolution of the Board;

              


      

    

     

    
      
        	
              	(vi)	
                evidence
                  that
                  each member of the Board other than E. Key Ramsey has tendered
                  his
                  resignation effective upon the Initial
                  Closing;

              


      

    

     

    
      	
            	(vii)	
              evidence
                that the designee of the Initial Purchaser has been appointed as
                a member
                of the Board effective upon the Initial
                Closing;

            


    

     

    
      	
            	(viii)	
              evidence
                that the Company has filed the Certificate of Designation of Series
                B
                Senior Convertible Preferred Stock with the Secretary of State of
                Delaware
                and shall issue the Series B Preferred Stock to each of CAMOFI Master
                LDC,
                Bushido Capital Master Fund, L.P., Gamma Opportunity Capital Partners,
                LP,
                and Bridges & Pipes LLC;

            


    

     

    
      	
            	(ix)	
              the
                Initial Purchaser shall be satisfied with the Company’s pro forma
                capitalization assuming the consummation of the
                Restructuring;

            


    

     

    
      	
            	(x)	
              the
                Initial Purchaser shall be satisfied with the quality and amount
                of the
                collateral subject to the Security Agreement;


            


    

     

    
      	
            	(xi)	
              no
                statute, rule, regulation, executive order, decree, ruling or injunction
                shall have been enacted, entered, promulgated or endorsed by any
                court or
                governmental authority of competent jurisdiction that prohibits the
                consummation of any of the transactions contemplated by the Transaction
                Documents;

            


    

     

    
      	
            	(xii)	
              the
                delivery by the Company of the items set forth in Section 2.2(a)
                of this
                Agreement; 

            


    

     

    
      	
            	(xiii)	
              since
                the date of execution of this Agreement, no event or series of events
                shall have occurred that reasonably could be expected to have or
                result in
                a Material Adverse Effect; 

            


    

     

    
      	
            	(xiv)	
              no
                banking moratorium have been declared either by the United States
                or New
                York State authorities, no suspension of trading shall have been
                declared
                on the New York Stock Exchange or the NASDAQ Stock Market, nor shall
                there
                have occurred any material outbreak or escalation of hostilities
                or other
                national or international calamity of such magnitude in its effect
                on, or
                any material adverse change in, any financial markets which, in each
                case,
                in the reasonable judgment of such Purchaser, makes it impracticable
                or
                inadvisable to purchase the Notes at the Closing;
                

            


    

     

    
      	
            	(xv)	
              neither
                the Company nor any of its Subsidiaries shall be indebted with respect
                to
                any outstanding indebtedness, other than (A) that incurred pursuant
                to
                this Agreement and the Notes, (B) indebtedness incurred in the ordinary
                course of business in connection with the purchase of equipment or
                trade
                debt incurred in the ordinary course of business, and (C) indebtedness
                set
                forth on Schedule 3.1(g) hereto;
                and

            


    

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          9

        
          

        

      

      
         

      

    

     

    
      	
            	(xvi)	
              any
                and all fees required to be paid pursuant to Section 5.2 hereunder
                and the
                LOI shall have been paid by the
                Company.

            


    

     

    
      	 	
              c)

            	
              The
                respective obligations of each of the Subsequent Purchasers hereunder
                in
                connection with the Closing are subject to the following conditions
                being
                met:

            


    

     

    
      	
            	(i)	
              the
                accuracy in all material respects when made and on the Closing Date
                of the
                representations and warranties of the Company contained
                herein;

            


    

     

    
      	
            	(ii)	
              all
                obligations, covenants and agreements of the Company required to
                be
                (

            


    

     

    
      	
            	(iii)	
              each
                Subsequent Purchaser shall be satisfied with the results of its due
                diligence investigation of the
                Company;

            


    

     

    
      	
            	(iv)	
              the
                delivery by the Company of the items set forth in Section 2.2(a)
                of this
                Agreement; 

            


    

     

    
      	
            	(v)	
              since
                the date of execution of this Agreement, no event or series of events
                shall have occurred that reasonably could be expected to have or
                result in
                a Material Adverse Effect;

            


    

     

    
      	
            	(vi)	
              no
                banking moratorium have been declared either by the United States
                or New
                York State authorities, no suspension of trading shall have been
                declared
                on the New York Stock Exchange or the NASDAQ Stock Market, nor shall
                there
                have occurred any material outbreak or escalation of hostilities
                or other
                national or international calamity of such magnitude in its effect
                on, or
                any material adverse change in, any financial markets which, in each
                case,
                in the reasonable judgment of such Purchaser, makes it impracticable
                or
                inadvisable to purchase the Notes at the Closing;
                and

            


    

     

    
      	
            	(vii)	
              neither
                the Company nor any of its Subsidiaries shall be indebted with respect
                to
                any outstanding indebtedness, other than (A) that incurred pursuant
                to
                this Agreement and the Notes, (B) indebtedness incurred in the ordinary
                course of business in connection with the purchase of equipment,
                trade
                debt incurred in the ordinary course of business, and (C) indebtedness
                set
                forth on Schedule 3.1(g) hereto

            


    

     

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES 

     

    3.1 Representations
      and Warranties of the Company.
      Except
      as set forth in the Disclosure
      Schedule
      (which
      shall be deemed a part hereof), the Company hereby represents and warrants
      to
      each Purchaser as follows. 

     

    (a) Subsidiaries.
      All of
      the direct and indirect subsidiaries of the Company are set forth in the
      Disclosure Schedule. The Company owns, directly or indirectly, all of the
      capital stock or other equity interests of each Subsidiary free and clear of
      any
      Liens (except for the Liens identified in Schedule 3.1(n)), and all the issued
      and outstanding shares of capital stock or equity interests of each Subsidiary
      are validly issued and are fully paid, non-assessable and free of preemptive
      and
      similar rights to subscribe for or purchase securities.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          10

        
          

        

      

      
         

      

    

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its respective properties and
      assets and to carry on its respective business as currently conducted. Neither
      the Company nor any Subsidiary is in violation or default of any of the
      provisions of its respective certificate or articles of incorporation, bylaws
      or
      other organizational or charter documents. Each of the Company and each
      Subsidiary is duly qualified to conduct business and is in good standing as
      a
      foreign corporation or other entity in each jurisdiction in which the nature
      of
      the business conducted or property owned by it makes such qualification
      necessary, except where the failure to be so qualified or in good standing,
      as
      the case may be, could not have or reasonably be expected to result in (i)
      a
      material adverse effect on the legality, validity or enforceability of any
      Transaction Document, (ii) a material adverse effect on the results of
      operations, assets, business or financial condition of the Company and the
      Subsidiaries, taken as a whole, or (iii) a material adverse effect on the
      Company’s ability to perform in any material respect on a timely basis its
      obligations under any Transaction Document (any of (i), (ii) or (iii), a
“Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company and each of its Subsidiaries has the requisite corporate or other power
      and authority to enter into and to consummate the transactions contemplated
      by
      each of the Transaction Documents and otherwise to carry out its respective
      obligations thereunder. The execution and delivery of each of the Transaction
      Documents by the Company and each of its Subsidiaries and the consummation
      by it
      of the transactions contemplated thereby have been duly authorized by all action
      on the part of the Company and each of its Subsidiary and no further action
      is
      required by the Company and each of its Subsidiaries in connection therewith
      other than in connection with the Required Approvals. Each Transaction Document
      has been (or upon delivery will have been) duly executed by the Company and
      each
      of its Subsidiaries party thereto and, when delivered in accordance with the
      terms hereof, will constitute the valid and binding obligation of the Company
      and each of its Subsidiaries enforceable against the Company and each of its
      Subsidiaries in accordance with its respective terms except (i) as limited
      by
      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.

     

    (d)No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and each of its Subsidiaries and the consummation by the Company and each of
      its
      Subsidiaries of the other transactions contemplated thereby do not and will
      not:
      (i) conflict with or violate any provision of the Company’s or any Subsidiary’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
      or any Subsidiary, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any agreement, credit facility, debt or other instrument (evidencing a Company
      or Subsidiary debt or otherwise) or other understanding to which the Company
      or
      any Subsidiary is a party or by which any property or asset of the Company
      or
      any Subsidiary 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 or a Subsidiary is subject (including federal
      and
      state securities laws and regulations), or by which any property or asset of
      the
      Company or a Subsidiary is bound or affected; except in the case of each of
      clauses (ii) and (iii), such as could not, individually or in the aggregate,
      have or reasonably be expected to result in a Material Adverse
      Effect.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          11

        
          

        

      

      
         

      

    

    (e)Filings,
      Consents and Approvals.
      Except
      as set forth in Schedule 3.1(e) (referred to herein as the “Required
      Approvals”),
      the
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents.

     

    (f)Issuance
      of the Securities.
      The
      Notes are duly authorized and, when issued and paid for in accordance with
      the
      applicable Transaction Documents, 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. Upon the
      filing of the Certificate of Amendment with the Secretary of State of Delaware
      and the effective time of the Reverse Split, (i) the Conversion Shares will
      have
      been duly authorized; (ii) when issued in accordance with the terms of the
      Transaction Documents, the Conversion Shares will be validly issued, fully
      paid
      and nonassessable, free and clear of all Liens imposed by the Company; and
      (iii)
      the Company will have reserved from its duly authorized capital stock a number
      of shares of Common Stock for issuance of the Conversion Shares at least equal
      to the Required Minimum. The Company has not, and to the knowledge of the
      Company, no Affiliate of the Company has, sold, offered for sale or solicited
      offers to buy or otherwise negotiated in respect of any security (as defined
      in
      Section 2(a) of the Securities Act) that would be integrated with the offer
      or
      sale of the Securities in a manner that would require the registration under
      the
      Securities Act of the sale of the Securities to the Purchasers, or that would
      be
      integrated with the offer or sale of the Securities for purposes of the rules
      and regulations of any Trading Market.

     

    (g)Capitalization.
      The
      capitalization of the Company, after giving effect to the Restructuring, is
      as
      set forth on Schedule 3.1(g). Other than as set forth on Schedule 3.1(g), the
      Company and the Subsidiaries will have no indebtedness after giving effect
      to
      the Restructuring. Except as set forth on Schedule 3.1(g), the Company has
      not
      issued any capital stock other than that which is disclosed in the
      capitalization table set forth on Schedule 3.1(g). Except as set forth on
      Schedule 3.1(g), (i) no Person has any right of first refusal, preemptive right,
      right of participation, or any similar right to participate in the transactions
      contemplated by the Transaction Documents and (ii) after giving effect to the
      Restructuring, there are no outstanding options, warrants, script rights to
      subscribe to, calls or commitments of any character whatsoever relating to,
      or
      securities, rights or obligations convertible into or exchangeable for, or
      giving any Person any right to subscribe for or acquire, any shares of Common
      Stock, or contracts, commitments, understandings or arrangements by which the
      Company or any Subsidiary is or may become bound to issue additional shares
      of
      Common Stock, or securities or rights convertible or exchangeable into shares
      of
      Common Stock. Except as otherwise contemplated by the Transaction Documents,
      the
      issuance and sale of the Securities will not obligate the Company or any
      Subsidiary to issue shares of Common Stock or other securities to any Person
      (other than the Purchaser) and will not result in a right of any holder of
      the
      Company’s or any of its Subsidiaries’ securities to adjust the exercise,
      conversion, exchange or reset price under such securities. All of the
      outstanding shares of capital stock of the Company and its Subsidiaries are
      validly issued, fully paid and nonassessable, have been issued in compliance
      with all federal and state securities laws, and none of such outstanding shares
      was issued in violation of any preemptive rights or similar rights to subscribe
      for or purchase securities. Except with respect to stockholder approval which
      is
      required for the adoption of the Certificate of Amendment and the Reverse Split,
      no further approval or authorization of any stockholder, the Board or any
      Subsidiaries or others is required for the issuance and sale of the Securities.
      Except as set forth on Schedule 3.1(g), there are no stockholders agreements,
      voting agreements or other similar agreements with respect to the Company’s or
      any of its Subsidiaries’ capital stock to which the Company or any of its
      Subsidiaries is a party or, to the knowledge of the Company, between or among
      any of the Company’s stockholders or any stockholder of its Subsidiaries.


     

    
      
         

      

      
        Exhibit
          4(a) - Page
          12

        
          

        

      

      
         

      

    

    (h) SEC
      Reports; Financial Statements.
      Except
      as set forth on Schedule 3.1(h), the Company has filed all reports required
      to
      be filed by it under the Exchange Act, including pursuant to Section 13(a)
      or
      15(d) thereof, for the two years preceding the date hereof (or such shorter
      period as the Company was required by law to file such material) (the foregoing
      materials, including the exhibits thereto, being collectively referred to herein
      as the “SEC
      Reports”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension. As
      of
      their respective dates, the SEC Reports complied in all material respects with
      the requirements of the Exchange Act, and none of the SEC Reports, when filed,
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. Except as set forth on Schedule 3.1(h), the financial statements
      of
      the Company and its Subsidiaries complied in all material respects with
      applicable accounting requirements and the rules and regulations of the
      Commission with respect thereto as in effect at the time of filing. Such
      financial statements have been prepared in accordance with United States
      generally accepted accounting principles applied on a consistent basis during
      the periods involved (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP, and fairly present in all material respects the
      financial position of the Company and its consolidated subsidiaries as of and
      for the dates thereof and the results of operations and cash flows for the
      periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments. All material agreements to which the
      Company or any Subsidiary is a party or to which the property or assets of
      the
      Company or any Subsidiary are subject are included as exhibits to or
      specifically identified in the SEC Reports.

     

    (i)Material
      Changes.
      Since
      the date of the latest audited financial statements and except as set forth
      in
      the SEC Reports, (i) there has been no event, occurrence or development that
      has
      had or that could reasonably be expected to result in a Material Adverse Effect,
      (ii) no material customer of the any of the Company or Subsidiaries has
      cancelled, nor has any of the Company or the Subsidiaries has received notice
      from a material customer that it intends to cancel, its relationship with either
      the Company or any of the Subsidiaries, (iii) none of the Company or any of
      its
      Subsidiaries has incurred any liabilities (contingent or otherwise) other than
      (A) trade payables and accrued expenses incurred in the ordinary course of
      business consistent with past practice and (B) liabilities not required to
      be
      reflected in the Company's financial statements pursuant to GAAP or required
      to
      be disclosed in filings made with the Commission, (C) liabilities to the
      Purchaser or (D) liabilities set forth on Schedule 3.1(i)(A), (iv) none of
      the
      Company or any of its Subsidiaries has altered its method of accounting, (v)
      none of the Company or any of its Subsidiaries has declared or made any dividend
      or distribution of cash or other property to its stockholders or purchased,
      redeemed or made any agreements to purchase or redeem any shares of its capital
      stock and (vi) other than as set forth on Schedule 3.1(i)(B), none of the
      Company or any of its Subsidiaries has issued any equity securities to any
      officer, director or Affiliate, except pursuant to existing Company stock option
      plans. Neither the Company nor any of its Subsidiaries has pending before the
      Commission any request for confidential treatment of information.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          13

        
          

        

      

      
         

      

    

    (j) Litigation.
      Other
      than as set forth in the SEC Reports, there is no action, suit, inquiry, notice
      of violation, proceeding or investigation pending or, to the knowledge of the
      Company, threatened against or affecting the Company, any Subsidiary or any
      of
      their respective properties before or by any court, arbitrator, governmental
      or
      administrative agency or regulatory authority (federal, state, county, local
      or
      foreign) (collectively, an “Action”)
      which
      could, if there were an unfavorable decision, have or reasonably be expected
      to
      result in a Material Adverse Effect. Neither the Company nor any Subsidiary,
      nor
      any director or officer thereof, is or has been the subject of any Action
      involving a claim of violation of or liability under federal or state securities
      laws or a claim of breach of fiduciary duty. Except as set forth in Schedule
      3.1(j), there has not been, and to the knowledge of the Company or any
      Subsidiary, there is not pending or contemplated, any investigation by the
      Commission involving the Company or any Subsidiary or any current or former
      director or officer of the Company or any Subsidiary. 

     

    (k)Labor
      Relations.
      No
      material labor dispute exists or, to the knowledge of the Company or Subsidiary,
      is imminent with respect to any of the employees of the Company or any
      Subsidiary which could reasonably be expected to result in a Material Adverse
      Effect.

     

    (l) Compliance,
      Material Contracts.
      Neither
      the Company nor any Subsidiary (i) is in material default under or in violation
      of (and no event has occurred that has not been waived that, with notice or
      lapse of time or both, would result in a material default by the Company or
      any
      Subsidiary under), nor has the Company or any Subsidiary received notice of
      a
      claim that it is in default under or that it is in violation of, any indenture,
      loan or credit agreement, services, marketing or processing agreement or any
      other agreement or instrument to which it is a party or by which it or any
      of
      its properties is bound (whether or not such default or violation has been
      waived), (ii) is in violation of any material order of any court, arbitrator
      or
      governmental body, or (iii) is or has been in violation of any statute, rule
      or
      regulation of any governmental authority, including without limitation all
      foreign, federal, state and local laws applicable to its business except in
      each
      case as could not have a Material Adverse Effect. Schedule 3.1(l) contains
      a
      true, correct and complete list of all contracts which are material to the
      operation of the business of the Company or any Subsidiary (“Material
      Contracts”).
      Except as set forth on Schedule 3.1(l), each Material Contract is in full force
      and effect and is enforceable in accordance with its terms, and no material
      defaults enforceable against the Company or any Subsidiary exist thereunder.
      Neither the Company nor any Subsidiary has received notice from any party to
      any
      Material Contract stating that it intends to terminate or amend such
      contract.

     

    (m) Regulatory
      Permits and Licenses.
      The
      Company and the Subsidiaries possess all certificates, authorizations,
      memberships, sponsorships and permits issued by the appropriate federal, state,
      local or foreign regulatory authorities or other Person necessary to conduct
      their respective businesses and are in good standing under all such
      certificates, authorizations, memberships, sponsorship and permits, except
      where
      the failure to possess such permits could not have or reasonably be expected
      to
      result in a Material Adverse Effect (“Material
      Permits”),
      and
      neither the Company nor any Subsidiary has received any notice of proceedings
      relating to the revocation or modification of any Material Permit.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          14

        
          

        

      

      
         

      

    

    (n) Title
      to Assets.
      None of
      the Company or any of its Subsidiaries own any real property. Except as set
      forth on Schedule 3.1(n), the Company and the Subsidiaries have good and
      marketable title in all personal property owned by them that is material to
      the
      business of the Company and the Subsidiaries, in each case free and clear of
      all
      Liens, except for Liens as do not materially affect the value of such property
      and do not materially interfere with the use made and proposed to be made of
      such property by the Company and the Subsidiaries and Liens for the payment
      of
      federal, state or other taxes, the payment of which is neither delinquent nor
      subject to penalties. Any real property and facilities held under lease by
      the
      Company and the Subsidiaries are held by them under valid, subsisting and
      enforceable leases of which the Company and the Subsidiaries are in
      compliance.

     

    (o)Intellectual
      Property.
      The
      Company and the Subsidiaries have, or have rights to use, all patents, patent
      applications, trademarks, trademark applications, service marks, trade names,
      copyrights, licenses and other similar rights necessary or material for use
      in
      connection with their respective businesses and which the failure to so have
      could have a Material Adverse Effect (collectively, the “Intellectual
      Property Rights”).
      Neither the Company nor any Subsidiary has received a written notice that the
      Intellectual Property Rights used by the Company or any Subsidiary violates
      or
      infringes upon the rights of any Person. To the knowledge of the Company, all
      such Intellectual Property Rights are enforceable and there is no existing
      infringement by another Person of any of the Intellectual Property Rights of
      others.

     

    (p)Insurance.
      The
      Company and the Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are prudent
      and customary in the businesses in which the Company and the Subsidiaries are
      engaged. To the Company’s knowledge, such insurance contracts and policies are
      accurate and complete. Neither the Company nor any Subsidiary has received
      any
      notice that it will not be able to renew its existing insurance coverage as
      and
      when such coverage expires or to obtain similar coverage from similar insurers
      as may be necessary to continue its business without a significant increase
      in
      cost.

     

    (q) Transactions
      With Affiliates and Employees.
      Except
      as set forth on Schedule 3.1(q), none of the officers or directors of the
      Company or any Subsidiary and, to the knowledge of the Company or any
      Subsidiary, none of the employees of the Company or any Subsidiary is presently
      a party to any transaction with the Company or any Subsidiary (other than for
      services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Company or any Subsidiary, any entity in which any officer,
      director, or any such employee has a substantial interest or is an officer,
      director, trustee or partner, in each case in excess of $50,000 other than
      (i)
      for payment of salary or consulting fees for services rendered, (ii)
      reimbursement for expenses incurred on behalf of the Company or any Subsidiary
      and (iii) for other employee benefits, including stock option agreements under
      any stock option plan of the Company.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          15

        
          

        

      

      
         

      

    

    (r)Sarbanes-Oxley;
      Internal Accounting Controls.
      Each of
      the Company and its Subsidiaries is in material compliance with all provisions
      of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing.
      The Company and the Subsidiaries maintain a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions are
      executed in accordance with management's general or specific authorizations,
      (ii) transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management's general
      or
      specific authorization, and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences. Each of the Company and its
      Subsidiaries has established disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its Subsidiaries
      and designed such disclosure controls and procedures to ensure that material
      information relating to the Company, including its Subsidiaries, is made known
      to the certifying officers by others within those entities, particularly during
      the period in which the Company's most recently filed periodic report under
      the
      Exchange Act, as the case may be, is being prepared. The Company's certifying
      officers have evaluated the effectiveness of the Company's controls and
      procedures as of the date prior to the filing date of the most recently filed
      periodic report under the Exchange Act (such date, the “Evaluation
      Date”).
      The
      Company presented in its most recently filed periodic report under the Exchange
      Act the conclusions of the certifying officers about the effectiveness of the
      disclosure controls and procedures based on their evaluations as of the
      Evaluation Date. Since the Evaluation Date, there have been no significant
      changes in the Company's (or any Subsidiary’s) internal controls (as such term
      is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to
      the
      Company's (or any Subsidiary’s) knowledge, in other factors that could
      significantly affect the Company's (or any Subsidiary’s) internal controls.


     

    (s)Certain
      Fees.
      Except
      as set forth on Schedule 3.1(s), no brokerage or finder’s fees or commissions
      are or will be payable by the Company to any broker, financial advisor or
      consultant, finder, placement agent, investment banker, bank or other Person
      with respect to the transactions contemplated by this Agreement. The Purchasers
      shall have no obligation with respect to any such fees payable by the Company
      or
      with respect to any claims made by or on behalf of other Persons for fees
      payable by the Company of a type contemplated in this Section that may be due
      in
      connection with the transactions contemplated by this Agreement.

     

    (t)Private
      Placement.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Section 3.2, no registration under the Securities Act is required
      for
      the offer and sale of the Securities by the Company to the Purchasers as
      contemplated hereby. The issuance and sale of the Securities hereunder does
      not
      contravene the rules and regulations of the Trading Market.

     

    (u)Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Securities (assuming that none of the Purchasers is an
      Investment Company or an Affiliate of an Investment Company), the Company will
      not be or be an Affiliate of, an “investment company” within the meaning of the
      Investment Company Act of 1940, as amended. The Company shall conduct its
      business in a manner so that it will not become subject to the Investment
      Company Act.

     

    (v)Registration
      Rights.
      Except
      as contemplated by the transactions hereunder or as set forth on Schedule
      3.1(v), no Person has any right to cause the Company to effect the registration
      under the Securities Act of any securities of the Company.

     

    (w) Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange
      Act, and the Company has taken no action designed to, or which to its knowledge
      is likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that
      the Commission is contemplating terminating such registration. The Company
      has
      not, in the 12 months preceding the date hereof, received notice from any
      Trading Market on which the Common Stock is or has been listed or quoted to
      the
      effect that the Company is not in compliance with the listing or maintenance
      requirements of such Trading Market. Except as set forth on Schedule 3.1(w),
      the
      Company is, and has no reason to believe that it will not in the foreseeable
      future continue to be, in compliance with all such listing and maintenance
      requirements.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          16

        
          

        

      

      
         

      

    

    (x)Disclosure.
      The
      Company confirms that neither it nor any other Person acting on its behalf
      has
      provided any of the Purchasers or their agents or counsel with any information
      that constitutes or might constitute material, nonpublic information. The
      Company understands and confirms that each Purchaser will rely on the foregoing
      representations and covenants in effecting transactions in securities of the
      Company. All disclosure provided to the Purchasers regarding the Company, its
      Subsidiaries, its business and the transactions contemplated hereby, including
      the Disclosure Schedules to this Agreement, furnished by or on behalf of the
      Company with respect to the representations and warranties made herein are
      true
      and correct with respect to such representations and warranties and do not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2 hereof.

     

    (y)Solvency.
      For
      purposes of this representation, the term “Company” shall include all of its
      Subsidiaries. Based on the financial condition of the Company as of the Closing
      after giving effect to the receipt by the Company of the proceeds from the
      sale
      of the Notes hereunder, the application of the proceeds thereof, and after
      giving effect to the transactions comprising the Restructuring, the Company's
      assets do not constitute unreasonably small capital to carry on its business
      for
      the current fiscal year as now conducted and as proposed to be conducted
      including its capital needs, taking into account the particular capital
      requirements of the business conducted by the Company, and projected capital
      requirements and capital availability thereof. The Company does not intend
      to
      incur debts beyond its ability to pay such debts as they mature (taking into
      account the timing and amounts of cash to be payable on or in respect of its
      debt). The Company has no knowledge of any facts or circumstances which lead
      it
      to believe that it will file for reorganization or liquidation under the
      bankruptcy or reorganization laws of any jurisdiction within one year from
      the
      Closing Date. Schedule 3.1(g) sets forth all outstanding secured and unsecured
      Indebtedness of the Company, or for which the Company has commitments. For
      the
      purposes of this Agreement, “Indebtedness”
shall
      mean (a) any liabilities for borrowed money or amounts owed in excess of $50,000
      (other than trade accounts payable incurred in the ordinary course of business),
      (b) all guaranties, endorsements and other contingent obligations in respect
      of
      Indebtedness of others, whether or not the same are or should be reflected
      in
      the Company's balance sheet (or the notes thereto), except guaranties by
      endorsement of negotiable instruments for deposit or collection or similar
      transactions in the ordinary course of business; and (c) the present value
      of
      any lease payments
      in excess of $50,000 due under leases required to be capitalized in accordance
      with GAAP. Except
      as
      set forth on Schedule 3.1(l), neither the Company nor any Subsidiary is in
      default with respect to any Indebtedness.

     

    (z)Environmental
      Matters.
      The
      Company and each its Subsidiaries (a) is in compliance with any and all material
      Environmental Laws (as herein defined), (b) has received all material permits,
      licenses or other approvals required of it under applicable Environmental Laws
      to conduct its respective businesses and (c) is in material compliance with
      all
      terms and conditions of any such permit, license or approval. The term
“Environmental
      Laws”
means
      all federal, state, local or foreign laws relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata), including,
      without limitation, laws relating to emissions, discharges, releases or
      threatened releases of chemicals, pollutants, contaminants, or toxic or
      hazardous substances or wastes (collectively, “Hazardous
      Materials”)
      into
      the environment, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials, as well as all authorizations, codes, decrees, demands
      or
      demand letters, injunctions, judgments, licenses, notices or notice letters,
      orders, permits, plans or regulations issued, entered, promulgated or approved
      thereunder.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          17

        
          

        

      

      
         

      

    

    (aa)Tax
      Status.
      Except
      for matters that would not, individually or in the aggregate, have or reasonably
      be expected to result in a Material Adverse Effect, the Company and each
      Subsidiary has filed all necessary federal, state and foreign income and
      franchise tax returns and has paid or accrued all taxes shown as due thereon,
      and the Company has no knowledge of a tax deficiency which has been asserted
      or
      threatened against the Company or any Subsidiary.

     

    (bb)No
      General Solicitation.
      Neither
      the Company nor any Person acting on behalf of the Company has offered or sold
      any of the Securities by any form of general solicitation or general
      advertising. The Company has offered the Securities for sale only to the
      Purchasers and certain other “accredited investors” within the meaning of Rule
      501 under the Securities Act.

     

    (cc)Foreign
      Corrupt Practices.
      For
      purposes of this representation, the term “Company” shall include all of its
      Subsidiaries. Neither the Company, nor to the knowledge of the Company, any
      agent or other Person acting on behalf of the Company, has (i) directly or
      indirectly, used any corrupt funds for unlawful contributions, gifts,
      entertainment or other unlawful expenses related to foreign or domestic
      political activity, (ii) made any unlawful payment to foreign or domestic
      government officials or employees or to any foreign or domestic political
      parties or campaigns from corporate funds, (iii) failed to disclose fully any
      contribution made by the Company (or made by any person acting on its behalf
      of
      which the Company is aware) which is in violation of law, or (iv) violated
      in
      any material respect any provision of the Foreign Corrupt Practices Act of
      1977,
      as amended.

     

    (dd)Seniority.
      As of
      the Closing Date, after giving effect to the Restructuring, no indebtedness,
      equity or other security of the Company is senior to, or pari
      passu
      with,
      the Notes in right of payment, whether with respect to interest or upon
      liquidation or dissolution, or otherwise, other than indebtedness in favor
      of
      the Purchasers pursuant to the Notes.

     

    (ee)No
      Disagreements with Accountants and Lawyers.
      There
      are no disagreements of any kind presently existing, or reasonably anticipated
      by the Company or any Subsidiary to arise, between the accountants and lawyers
      formerly or presently employed by the Company or any Subsidiary and the Company
      and each Subsidiary is current with respect to any fees owed to its accountants
      and lawyers. By making this representation, each of the Company and its
      Subsidiaries does not, in any manner, waive the attorney/client privilege or
      the
      confidentiality of the communications between the Company and its Subsidiaries
      and its lawyers.

     

    (ff)cknowledgment
      Regarding Purchasers’ Purchase of Securities.
      The
      Company acknowledges and agrees that each of the Purchasers is acting solely
      in
      the capacity of an arm's length purchaser with respect to the Transaction
      Documents and the transactions contemplated thereby. The Company further
      acknowledges that no Purchaser is acting as a financial advisor or fiduciary
      of
      the Company (or in any similar capacity) with respect to this Agreement and
      the
      transactions contemplated hereby and any advice given by any Purchaser or any
      of
      its respective representatives or agents in connection with this Agreement
      and
      the transactions contemplated hereby is merely incidental to the Purchaser’s
      purchase of the Securities. The Company further represents to the Purchasers
      that the Company’s decision to enter into this Agreement has been based solely
      on the independent evaluation of the transactions contemplated hereby by the
      Company and its representatives. The Company further acknowledges that in
      addition to purchasing Securities, the Purchasers or their Affiliates may
      directly or indirectly own Common Stock and Preferred Stock in the Company
      and
      that such parties, exercising their rights hereunder may adversely impact their
      other holdings as well as the other equity holders in the Company.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          18

        
          

        

      

      
         

      

    

    (gg) Accountants.
      The
      Company’s accountants are set forth on Schedule 3.1(gg) of the Disclosure
      Schedule. To the knowledge of the Company, such accountants, who have expressed
      their opinion with respect to the financial statements included in the Company’s
      Annual Report on Form 10-KSB for the year ended December 31, 2006, are a
      registered public accounting firm as required by the Securities
      Act.

    


     

    (hh) Acknowledgement
      Regarding Purchasers’ Trading Activity.
      Anything
      in this Agreement or elsewhere herein to the contrary notwithstanding (except
      for Section 4.15 below), it is understood and acknowledged by the Company (i)
      that none of the Purchasers has been asked to agree, nor has any Purchaser
      agreed, to desist from purchasing or selling, long and/or short, securities
      of
      the Company, or “derivative” securities based on securities issued by the
      Company or to hold the Securities for any specified term; (ii) that past or
      future open market or other transactions by any Purchaser, including Short
      Sales, and specifically including, without limitation, Short Sales or
“derivative” transactions, before or after the closing of this or future private
      placement transactions,
      may
      negatively impact the market price of the Company’s publicly-traded securities;
      (iii) that any Purchaser, and counter-parties in “derivative” transactions to
      which any such Purchaser is a party, directly or indirectly, presently may
      have
      a “short” position in the Common Stock, and (iv) that each Purchaser shall not
      be deemed to have any affiliation with or control over any arm’s length
      counter-party in any “derivative” transaction. The Company further understands
      and acknowledges that (a) one or more Purchasers may engage in hedging
      activities at various times during the period that the Securities are
      outstanding, including, without limitation, during the periods that the value
      of
      the Conversion Shares deliverable with respect to Securities are being
      determined and (b) such hedging activities (if any) could reduce the value
      of
      the existing stockholders' equity interests in the Company at and after the
      time
      that the hedging activities are being conducted. The Company acknowledges that
      such aforementioned hedging activities do not constitute a breach of any of
      the
      Transaction Documents.

    


    (ii) Manipulation
      of Price.
      The
      Company has not, and to its knowledge no one acting on its behalf has, (i)
      taken, directly or indirectly, any action designed to cause or to result in
      the
      stabilization or manipulation of the price of any security of the Company to
      facilitate the sale or resale of any of the Securities, (ii) sold, bid for,
      purchased, or paid any compensation for soliciting purchases of, any of the
      securities of the Company or (iii) paid or agreed to pay to any person any
      compensation for soliciting another to purchase any other securities of the
      Company. 

    


    
      
         

      

      
        Exhibit
          4(a) - Page
          19

        
          

        

      

      
         

      

    

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization;
      Authority.
      Such
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate, limited liability company or partnership power and authority to
      enter
      into and to consummate the transactions contemplated by the Transaction
      Documents and otherwise to carry out its obligations thereunder. The execution
      and delivery of this Agreement and each of the other Transaction Documents
      to
      which it is a party, and performance by such Purchaser of the transactions
      contemplated hereby and thereby have been duly authorized by all necessary
      corporate or similar action on the part of the Purchaser. Each Transaction
      Document to which it is a party has been duly executed by such Purchaser, and
      when delivered by such Purchaser in accordance with the terms hereof, will
      constitute the valid and legally binding obligation of such Purchaser,
      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.

     

    (b) Purchaser
      Representation.
      Such
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and is acquiring the Securities as principal for its own account and not
      with a view to or for distributing or reselling such Securities or any part
      thereof, has no present intention of distributing any of such Securities in
      violation of the Securities Act or any applicable securities laws and has no
      arrangement or understanding with any other Persons regarding the distribution
      of such Securities (this representation and warranty not limiting the
      Purchaser’s right to sell the Securities pursuant to the Registration Statement
      or otherwise in compliance with applicable federal and state securities laws).
      Nothing contained herein shall be deemed a representation or warranty by such
      Purchaser to hold Securities for any period of time. 

     

    (c)Purchaser
      Status.
      At the
      time such Purchaser was offered the Securities, it was, and at the Closing
      Date
      it is, and on each date on which it converts any portion of the Note it will
      be
      either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
      (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified
      institutional buyer” as defined in Rule 144A(a) under the Securities Act.


     

    (d)Experience
      of the Purchaser.
      Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Securities, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the
      Securities and, at the present time, is able to afford a complete loss of such
      investment.

     

    (e)General
      Solicitation.
      Such
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          20

        
          

        

      

      
         

      

    

    The
      Company acknowledges and agrees that the Purchasers do not make or have not
      made
      any representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section 3.2.

    


    ARTICLE
      IV

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.

     

    (a)The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of Securities other than
      pursuant to an effective registration statement or Rule 144, to the Company
      or
      to an Affiliate of a Purchaser or in connection with a pledge as contemplated
      in
      Section 4.1(b), the Company may require the transferor thereof to provide to
      the
      Company an opinion of counsel selected by the transferor and reasonably
      acceptable to the Company, the form and substance of which opinion shall be
      reasonably satisfactory to the Company, to the effect that such transfer does
      not require registration of such transferred Securities under the Securities
      Act. As a condition of transfer, any such transferee shall agree in writing
      to
      be bound by the terms of this Agreement and shall have the rights of a Purchaser
      under this Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchasers agree to the imprinting, so long as is required by this Section
      4.1(b), of a legend on any of the Securities in the following form:

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE
      OF
      THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
      OR
      OTHER LOAN SECURED BY SUCH SECURITIES.

     

    The
      Company acknowledges and agrees that a Purchaser may from time to time pledge
      pursuant to a bona fide margin agreement with a registered broker-dealer or
      grant a security interest in some or all of the Securities to a financial
      institution that is an “accredited investor” as defined in Rule 501(a) under the
      Securities Act and who agrees to be bound by the provisions of this Agreement
      and the Registration Rights Agreement and, if required under the terms of such
      arrangement, the Purchasers may transfer pledged or secured Securities to the
      pledgees or secured parties. Such a pledge or transfer would not be subject
      to
      approval of the Company and no legal opinion of legal counsel of the pledgee,
      secured party or pledgor shall be required in connection therewith. Further,
      no
      notice shall be required of such pledge. At the appropriate Purchaser’s expense,
      the Company will execute and deliver such reasonable documentation as a pledgee
      or secured party of Securities may reasonably request in connection with a
      pledge or transfer of the Securities, including, if the Securities are subject
      to registration pursuant to the Registration Rights Agreement, the preparation
      and filing of any required prospectus supplement under Rule 424(b)(3) under
      the
      Securities Act or other applicable provision of the Securities Act to
      appropriately amend the list of Selling Stockholders thereunder.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          21

        
          

        

      

      
         

      

    

    (c)Certificates
      evidencing the Conversion Shares shall not contain any legend (including the
      legend set forth in Section 4.1(b) hereof): (i) while a registration statement
      (including the Registration Statement) covering the resale of such security
      is
      effective under the Securities Act, or (ii) following any sale of such
      Conversion Shares pursuant to Rule 144, or (iii) if such Conversion Shares
      are
      eligible for sale under Rule 144(k), or (iv) if such legend is not required
      under applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the staff of the Commission).
      The
      Company shall cause its counsel to issue a legal opinion to the Company’s
      transfer agent promptly after the Effective Date if required by the Company’s
      transfer agent to effect the removal of the legend hereunder. If all or any
      portion of a Note is converted at a time when there is an effective registration
      statement to cover the resale of the Conversion Shares, or if such Conversion
      Shares may be sold under Rule 144(k) or if such legend is not otherwise required
      under applicable requirements of the Securities Act (including judicial
      interpretations thereof) then such Conversion Shares shall be issued free of
      all
      legends. The Company agrees that following the Effective Date or at such time
      as
      such legend is no longer required under this Section 4.1(c), it will, no later
      than three Trading Days following the delivery by a Purchaser to the Company
      or
      the Company's transfer agent of a certificate representing Conversion Shares,
      as
      applicable, issued with a restrictive legend (such third Trading Day, the
“Legend
      Removal Date”),
      deliver or cause to be delivered to such Purchaser a certificate representing
      such shares that is free from all restrictive and other legends. The Company
      may
      not make any notation on its records or give instructions to any transfer agent
      of the Company that enlarge the restrictions on transfer set forth in this
      Section. Certificates for Conversion Shares subject to the legend removal
      hereunder shall be transmitted by the transfer agent of the Company to the
      Purchasers by crediting the account of the Purchaser’s prime broker with the
      Depository Trust Company.

     

    (d)In
      addition to the Purchasers’ other available remedies, the Company shall pay to
      each Purchaser, in cash, as partial liquidated damages and not as a penalty,
      for
      each $1,000 of Conversion Shares (based on the VWAP of the Common Stock on
      the
      date such Securities are submitted to the Company’s transfer agent) delivered
      for removal of the restrictive legend and subject to this Section 4.1(c), $10
      per Trading Day (increasing to $20 per Trading Day 5 Trading Days after such
      damages have begun to accrue) for each Trading Day after the Legend Removal
      Date
      until such certificate is delivered without a legend. Nothing herein shall
      limit
      each Purchaser’s right to pursue actual damages for the Company's failure to
      deliver certificates representing any Securities as required by the Transaction
      Documents, and each Purchaser shall have the right to pursue all remedies
      available to it at law or in equity including, without limitation, a decree
      of
      specific performance and/or injunctive relief.

     

    (e)Each
      Purchaser, severally and not jointly with the other Purchasers, agrees that
      the
      removal of the restrictive legend from certificates representing Securities
      as
      set forth in this Section 4.1 is predicated upon the Company’s reliance that
      such Purchaser will sell any Securities pursuant to either the registration
      requirements of the Securities Act, including any applicable prospectus delivery
      requirements, or an exemption therefrom.

     

    4.2 Acknowledgment
      of Dilution.
      The
      Company and Purchasers acknowledge that the issuance of the Securities may
      result in dilution of the outstanding shares of Common Stock, which dilution
      may
      be substantial under certain market conditions. The Company further acknowledges
      that its obligations under the Transaction Documents, including without
      limitation its obligation to issue the Conversion Shares pursuant to the
      Transaction Documents, are unconditional and absolute and not subject to any
      right of set off, counterclaim, delay or reduction, regardless of the effect
      of
      any such dilution or any claim the Company may have against any Purchaser and
      regardless of the dilutive effect that such issuance may have on the ownership
      of the other stockholders of the Company.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          22

        
          

        

      

      
         

      

    

    4.3 Furnishing
      of Information.
      As long
      as any Purchaser owns Securities, the Company covenants to timely file (or
      obtain extensions in respect thereof and file within the applicable grace
      period) all reports required to be filed by the Company after the date hereof
      pursuant to the Exchange Act. As long as any Purchaser owns Securities, if
      the
      Company is not required to file reports pursuant to the Exchange Act, it will
      prepare and furnish to such Purchaser and make publicly available in accordance
      with Rule 144(c) such information as is required for such Purchaser to sell
      the
      Securities under Rule 144. The Company further covenants that it will take
      such
      further action as any holder of Securities may reasonably request, all to the
      extent required from time to time to enable such Person to sell such Securities
      without registration under the Securities Act within the limitation of the
      exemptions provided by Rule 144. Additionally, the Company covenants to make
      reasonable efforts to market the Company and hire an appropriate investor
      relations firm.

     

    4.4 Integration.
      The
      Company shall not, and shall use its best efforts to ensure that no Affiliate
      of
      the Company shall, sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2(a) of the
      Securities Act) that would be integrated with the offer or sale of the
      Securities in a manner that would require the registration under the Securities
      Act of the sale of the Securities to the Purchasers or that would be integrated
      with the offer or sale of the Securities for purposes of the rules and
      regulations of any Trading Market.

     

    4.5 RESERVED.
      

     

    4.6 Securities
      Laws Disclosure; Publicity.
      The
      Company shall, by 8:30 AM New York City Time on the Trading Day following the
      date hereof, issue a Current Report on Form 8-K disclosing the material terms
      of
      the transactions contemplated hereby, and shall attach the Transaction Documents
      thereto, including the Disclosure Schedules. The Company and the Purchasers
      shall consult with each other in issuing any other press releases with respect
      to the transactions contemplated hereby, and neither the Company nor the
      Purchasers shall issue any such press release or otherwise make any such public
      statement without the prior consent of the Company, with respect to any press
      release of the Purchasers, or without the prior consent of the Purchaser, with
      respect to any press release of the Company, which consent shall not
      unreasonably be withheld, except if such disclosure is required by law, in
      which
      case the disclosing party shall promptly provide the other party with prior
      notice of such public statement or communication. Notwithstanding the foregoing,
      the Company shall not publicly disclose the name of any Purchaser, or include
      the name of any Purchaser in any filing with the Commission or any regulatory
      agency or Trading Market, without the prior written consent of such Purchaser,
      except (i) as required by federal securities law in connection with a
      registration statement and (ii) to the extent such disclosure is required by
      law
      or Trading Market regulations, in which case the Company shall provide such
      Purchaser with prior notice of such disclosure permitted under subclause (i)
      or
      (ii).

     

    4.7 Shareholder
      Rights Plan.
      The
      Company does not have any shareholders rights plan or similar plan or
      arrangement. 

     

    4.8 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Purchaser shall have executed a written agreement regarding
      the confidentiality and use of such information. The Company understands and
      confirms that such Purchaser shall be relying on the foregoing representations
      in effecting transactions in securities of the Company.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          23

        
          

        

      

      
         

      

    

    4.9 Use
      of
      Proceeds.
      The
      Company shall use the net proceeds from the sale of the Securities hereunder
      for
      working capital and related fees and expenses. 

     

    4.10 Reimbursement.
      If any
      Purchaser becomes involved in any capacity in any Proceeding by or against
      any
      Person who is a stockholder of the Company (except as a result of sales,
      pledges, margin sales and similar transactions by the Purchasers to or with
      any
      current stockholder), solely as a result of such Purchaser’s acquisition of the
      Securities under this Agreement, the Company will reimburse such Purchaser
      for
      its reasonable legal and other expenses (including the cost of any investigation
      preparation and travel in connection therewith) incurred in connection
      therewith, as such expenses are incurred. The reimbursement obligations of
      the
      Company under this paragraph shall be in addition to any liability which the
      Company may otherwise have, shall extend upon the same terms and conditions
      to
      any Affiliates of such Purchaser who are actually named in such action,
      proceeding or investigation, and partners, directors, agents, employees and
      controlling persons (if any), as the case may be, of such Purchaser and any
      such
      Affiliate, and shall be binding upon and inure to the benefit of any successors,
      assigns, heirs and personal representatives of the Company, such Purchaser
      and
      any such Affiliate and any such Person. The Company also agrees that neither
      such Purchaser nor any such Affiliates, partners, directors, agents, employees
      or controlling persons shall have any liability to the Company or any Person
      asserting claims on behalf of or in right of the Company solely as a result
      of
      acquiring the Securities under this Agreement.

     

    4.11 Indemnification
      of Purchasers.
      Subject
      to the provisions of this Section 4.10, the Company will indemnify and hold
      each
      Purchaser and its directors, officers, shareholders, partners, employees and
      agents (and any other Persons with a functionally equivalent role of a Person
      holding such titles notwithstanding a lack of such title or any other title),
      each Person who controls such Purchaser (within the meaning of Section 15 of
      the
      Securities Act and Section 20 of the Exchange Act), and the directors, officers,
      shareholders, agents, members, partners or employees (and any other Persons
      with
      a functionally equivalent role of a Person holding such titles notwithstanding
      a
      lack of such title or any other title) of such controlling person (each, a
      “Purchaser
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs and reasonable attorneys’ fees and costs of
      investigation that any Purchaser Party may suffer or incur as a result of,
      arising from, or relating to (a) any breach of any of the representations,
      warranties, covenants or agreements made by the Company in this Agreement or
      in
      the other Transaction Documents (or any allegation by a third-party that, if
      true would constitute such a breach) or (b) any action instituted against a
      Purchaser, or any of them or their respective Affiliates, by any stockholder
      of
      the Company who is not an Affiliate of such Purchaser, with respect to any
      of
      the transactions contemplated by the Transaction Documents (unless such action
      is based upon a breach of such Purchaser’s representation, warranties or
      covenants under the Transaction Documents or any agreements or understandings
      any Purchasers may have with any such stockholder or any violations by such
      Purchaser of state or federal securities laws or any conduct by such Purchaser
      which constitutes fraud, gross negligence or willful misconduct). If any action
      shall be brought against any Purchaser Party in respect of which indemnity
      may
      be sought pursuant to this Agreement, the Purchaser Party shall promptly notify
      the Company in writing, and the Company shall have the right to assume the
      defense thereof with counsel of its own choosing. Any Purchaser Party shall
      have
      the right to employ separate counsel in any such action and participate in
      the
      defense thereof, but the fees and expenses of such counsel shall be at the
      expense of the Purchaser Party except to the extent that (i) the employment
      thereof has been specifically authorized by the Company in writing, (ii) the
      Company has failed after a reasonable period of time to assume such defense
      and
      to employ counsel or (iii) in such action there is, in the reasonable opinion
      of
      such separate counsel, a material conflict on any material issue between the
      position of the Company and the position of the Purchaser Party. The Company
      will not be liable to any Purchaser Party under this Agreement (i) for any
      settlement by a Purchaser Party effected without the Company’s prior written
      consent, which shall not be unreasonably withheld or delayed; or (ii) to the
      extent, but only to the extent that a loss, claim, damage or liability is
      attributable to any Purchaser Party’s breach of any of the representations,
      warranties, covenants or agreements made by the Purchasers in this Agreement
      or
      in the other Transaction Documents.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          24

        
          

        

      

      
         

      

    

    4.12 Reservation
      and Listing of Securities.

     

    (a) Upon
      the
      filing of the Certificate of Amendment with the Secretary of State of Delaware
      and the effective time of the Reverse Split, the Company shall maintain a
      reserve from its duly authorized shares of Common Stock for issuance pursuant
      to
      the Transaction Documents in such amount as may be required to fulfill its
      obligations in full under the Transaction Documents.

     

    (b) If,
      on
      any date, the number of authorized but unissued (and otherwise unreserved)
      shares of Common Stock is less than the Required Minimum on such date, then
      the
      Board shall use commercially reasonable efforts to amend the Company's Amended
      and Restated Certificate of Incorporation to increase the number of authorized
      but unissued shares of Common Stock to at least the Required Minimum at such
      time, as soon as possible and in any event not later than the 75th day after
      such date.

     

    (c) The
      Company shall, if applicable: (i) in the time and manner required by the Trading
      Market, prepare and file with such Trading Market an additional shares listing
      application covering a number of shares of Common Stock at least equal to the
      Required Minimum on the date of such application, (ii) take all steps necessary
      to cause such shares of Common Stock to be approved for listing on the Trading
      Market as soon as possible thereafter, (iii) provide to the Purchasers evidence
      of such listing, and (iv) maintain the listing of such Common Stock on any
      date
      at least equal to the Required Minimum on such date on such Trading Market
      or
      another Trading Market. 

     

    4.13 Subsequent
      Equity Sales.
      In
      addition to the limitations set forth herein, from the date hereof until such
      time as no Purchaser holds any of the Securities, the Company shall be
      prohibited from effecting or entering into an agreement to effect any subsequent
      financing involving a “Variable
      Rate Transaction”
or
      an
“MFN
      Transaction”
(each
      as defined below). The term “Variable
      Rate Transaction”
shall
      mean a transaction in which the Company issues or sells (i) any debt or equity
      securities that are convertible into, exchangeable or exercisable for, or
      include the right to receive additional shares of Common Stock either (A) at
      a
      conversion, exercise or exchange rate or other price that is based upon and/or
      varies with the trading prices of or quotations for the shares of Common Stock
      at any time after the initial issuance of such debt or equity securities, or
      (B)
      with a conversion, exercise or exchange price that is subject to being reset
      at
      some future date after the initial issuance of such debt or equity security
      or
      upon the occurrence of specified or contingent events directly or indirectly
      related to the business of the Company or the market for the Common Stock or
      (ii) enters into any agreements, including but not limited to an equity line
      of
      credit, whereby the Company may sell securities at a future determined price
      tied to the market price of the Common Stock. The term “MFN
      Transaction”
shall
      mean a transaction in which the Company issues or sells any securities in a
      capital raising transaction or series of related transactions which grants
      to an
      investor the right to receive additional shares based upon future transactions
      of the Company on terms more favorable than those granted to such investor
      in
      such offering. Any Purchaser shall be entitled to obtain injunctive relief
      against the Company to preclude any such issuance, which remedy shall be in
      addition to any right to collect damages. Notwithstanding the foregoing, this
      Section 4.12 shall not apply in respect of an Exempt Issuance, except that
      no
      Variable Rate Transaction or MFN Transaction shall be an Exempt
      Issuance.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          25

        
          

        

      

      
         

      

    

    4.14. Equal
      Treatment of Purchasers.
      No
      consideration shall be offered or paid to any Person to amend or consent to
      a
      waiver or modification of any provision of any of the Transaction Documents
      unless the same consideration is also offered to all of the parties to the
      Transaction Documents. Further, the Company shall not make any payment of
      principal or interest on the Notes in amounts which are disproportionate to
      the
      respective principal amounts outstanding on the Notes at any applicable time.
      For clarification purposes, this provision constitutes a separate right granted
      to each Purchaser by the Company and negotiated separately by each Purchaser,
      and is intended for the Company to treat the Purchasers as a class and shall
      not
      in any way be construed as the Purchasers acting in concert or as a group with
      respect to the purchase, disposition or voting of Securities or
      otherwise.

     

    4.15 RESERVED.

     

    4.16 Form
      D; Blue Sky Filings.
      The
      Company agrees to timely file a Form D with respect to the Securities as
      required under Regulation D and to provide a copy thereof, promptly upon request
      of any Purchaser. The Company shall take such action as the Company shall
      reasonably determine is necessary in order to obtain an exemption for, or to
      qualify the Securities for, sale to the Purchasers at the Closing under
      applicable securities or “Blue Sky” laws of the states of the United States, and
      shall provide evidence of such actions promptly upon request of any
      Purchaser.

     

    4.17Most
      Favored Nation Provision.
      Any
      time the Company effects a subsequent financing, each Purchaser may elect,
      in
      its sole discretion, to exchange all or some of its Note then held by it for
      the
      securities issued in a subsequent financing based on the then outstanding
      principal amount of the Note plus any other fees then owed by the Company to
      the
      Purchaser, and the effective price at which such securities are sold in such
      subsequent financing.

    


    4.18 Additional
      Participation Right.
      For a
      period of three years from the date hereof, each Purchaser shall have the right
      to participate in any debt or equity financing (up to 100% of the original
      principal amount of the Note) of the Company on the same terms as those offered
      to such third party providing the financing. The Company shall give the
      Purchasers at least ten (10) Business Days advance notice of such debt or equity
      financing, which notice shall set forth all of the material terms. The
      Purchasers shall have at least five (5) Business Days to inform the Company
      of
      their intention to participate.

     

    ARTICLE
      V

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any Purchaser, as to such Purchaser’s obligation
      hereunder only and without any effect whatsoever on the obligations between
      the
      Company and the other Purchasers, by written notice to the other parties, if
      the
      Closing has not been consummated on or before June 6, 2007; provided that no
      such termination will affect the right of any party to sue for any breach by
      the
      other party (or parties).

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          26

        
          

        

      

      
         

      

    

    5.2 Fees.
      At the
      Closing, the Company has agreed to (i) reimburse Centrecourt for its legal
      fees
      and expenses of counsel and (ii) reimburse Centrecourt’s reasonable
      out-of-pocket expenses. In addition, the Company shall reimburse all
      out-of-pocket expenses incurred by the Agent (as hereinafter defined) or any
      Purchaser, including the reasonable fees, charges and disbursements of any
      counsel for any the Agent or any Purchaser in connection with the enforcement
      or
      protection of its rights in connection with this Agreement or any other
      Transaction Document. Except as expressly set forth in the Transaction Documents
      to the contrary, 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. The Company shall pay all transfer agent fees,
      stamp taxes and other taxes and duties levied in connection with the issuance
      of
      any Securities.

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, 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.

     

    5.4 Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading
      Day,
      (b) the next Trading Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on
      the signature pages attached hereto on a day that is not a Trading Day or later
      than 5:30 p.m. (New York City time) on any Trading Day, (c) the second Trading
      Day following the date of mailing, if sent by U.S. nationally recognized
      overnight courier service, or (d) upon actual receipt by the party to whom
      such
      notice is required to be given. The address for such notices and communications
      shall be as set forth on the signature pages attached hereto.

     

    5.5 Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of amendments, by the Company and Purchasers
      holding 51% of the principal amount of Notes then outstanding. No waiver of
      any
      default with respect to any provision, condition or requirement of this
      Agreement shall be deemed to be a continuing waiver in the future or a waiver
      of
      any subsequent default or a waiver of any other provision, condition or
      requirement hereof, nor shall any delay or omission of either party to exercise
      any right hereunder in any manner impair the exercise of any such
      right.

     

    5.6 Board
      of Directors.
      So long
      as the Notes are outstanding, the Purchasers shall have the right to designate
      two (2) of the five (5) members of the Board. In the event that the size of
      the
      Board is increased or decreased, the Purchasers will maintain the right to
      appoint a number of directors to the Board equal to forty percent (40%) of
      the
      whole Board. In the event that the number of directors to the Board equal to
      forty percent (40%) is not a whole number, such number shall be rounded up
      to
      the nearest whole number. Holders holding a majority of the outstanding Notes
      shall be entitled to act on behalf of all Holders in selecting such
      designees.

     

    5.7 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.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          27

        
          

        

      

      
         

      

    

    5.8 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of Purchasers holding 75% of the principal amount of Notes then
      outstanding. Any Purchaser may assign any or all of its rights under this
      Agreement to any Person to whom such Purchaser assigns or transfers any
      Securities, provided such transferee agrees in writing to be bound, with respect
      to the transferred Securities, by the provisions hereof that apply to such
      “Purchaser.”

     

    5.9 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section 4.10.

     

    5.10 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents shall be governed by and construed and enforced
      in
      accordance with the internal laws of the State of New York, without regard
      to
      the principles of conflicts of law thereof. Each party agrees that any legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement and any other Transaction Documents
      (whether brought against a party hereto or its respective Affiliates, directors,
      officers, shareholders, employees or agents) may be commenced in the state
      and
      federal courts sitting in the City of New York. Each party hereby irrevocably
      submits to the jurisdiction of the state and federal courts sitting in the
      City
      of New York, borough of Manhattan for the adjudication of any such dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein (including with respect to the enforcement of any of the
      Transaction Documents), and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      improper or inconvenient venue for such proceeding. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any manner permitted by law. The parties
      hereby waive all rights to a trial by jury. If either party shall commence
      an
      action or proceeding to enforce any provisions of the Transaction Documents,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its attorneys’ fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such action or
      proceeding.

     

    5.11 Survival.
      The
      representations and warranties contained herein shall survive the Closing,
      the
      delivery of the Securities and conversion of the Notes, as applicable for the
      applicable statue of limitations.

     

    5.12 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 signature page or data file were an original thereof.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          28

        
          

        

      

      
         

      

    

    5.13 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.

     

    5.14 Rescission
      and Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever any Purchaser
      exercises a right, election, demand or option under a Transaction Document
      and
      the Company does not timely perform its related obligations within the periods
      therein provided, then such Purchaser may rescind or withdraw, in its sole
      discretion from time to time upon written notice to the Company, any relevant
      notice, demand or election in whole or in part without prejudice to its future
      actions and rights; provided,
      however,
      in the
      case of a rescission of a conversion of a Note, the Purchasers shall be required
      to return any shares of Common Stock subject to any such rescinded exercise
      notice.

     

    5.15 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement
      Securities.

     

    5.16 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be adequate.


     

    5.17 Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to any Purchaser pursuant
      to
      any Transaction Document or a Purchaser enforces or exercises its rights
      thereunder, and such payment or payments or the proceeds of such enforcement
      or
      exercise or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside, recovered from, disgorged by or are
      required to be refunded, repaid or otherwise restored to the Company, a trustee,
      receiver or any other person under any law (including, without limitation,
      any
      bankruptcy law, state or federal law, common law or equitable cause of action),
      then to the extent of any such restoration the obligation or part thereof
      originally intended to be satisfied shall be revived and continued in full
      force
      and effect as if such payment had not been made or such enforcement or setoff
      had not occurred.

     

    5.18 Usury.
      To the
      extent it may lawfully do so, the Company hereby agrees not to insist upon
      or
      plead or in any manner whatsoever claim, and will resist any and all efforts
      to
      be compelled to take the benefit or advantage of, usury laws wherever enacted,
      now or at any time hereafter in force, in connection with any claim, action
      or
      proceeding that may be brought by any Purchaser in order to enforce any right
      or
      remedy under any Transaction Document. Notwithstanding any provision to the
      contrary contained in any Transaction Document, it is expressly agreed and
      provided that the total liability of the Company under the Transaction Documents
      for payments in the nature of interest shall not exceed the maximum lawful
      rate
      authorized under applicable law (the “Maximum
      Rate”),
      and,
      without limiting the foregoing, in no event shall any rate of interest or
      default interest, or both of them, when aggregated with any other sums in the
      nature of interest that the Company may be obligated to pay under the
      Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum
      contract rate of interest allowed by law and applicable to the Transaction
      Documents is increased or decreased by statute or any official governmental
      action subsequent to the date hereof, the new maximum contract rate of interest
      allowed by law will be the Maximum Rate applicable to the Transaction Documents
      from the effective date forward, unless such application is precluded by
      applicable law. If under any circumstances whatsoever, interest in excess of
      the
      Maximum Rate is paid by the Company to any Purchaser with respect to
      indebtedness evidenced by the Transaction Documents, such excess shall be
      applied by the Purchasers to the unpaid principal balance of any such
      indebtedness or be refunded to the Company, the manner of handling such excess
      to be at the Purchasers’ election.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          29

        
          

        

      

      
         

      

    

    5.19 Liquidated
      Damages.
      The
      Company’s obligations to pay any partial liquidated damages or other amounts
      owing under the Transaction Documents is a continuing obligation of the Company
      and shall not terminate until all unpaid partial liquidated damages and other
      amounts have been paid notwithstanding the fact that the instrument or security
      pursuant to which such partial liquidated damages or other amounts are due
      and
      payable shall have been canceled.

     

    5.20 Agent.

     

    (a)
      Authorization of Action. Each Purchaser hereby appoints and authorizes CAMOFI
      Master LDC (the “Agent”)
      to be
      its agent in its name and on its behalf and to exercise such rights or powers
      granted to the Agent or the Purchasers (i) under the Security Documents to
      the
      extent specifically provided therein and on the terms thereof, together with
      such rights, powers and discretions as are reasonably incidental thereto. As
      to
      any matters not expressly provided for by the Security Documents, the Agent
      shall not be required to exercise any discretion or take any action, but shall
      be required to act or to refrain from acting (and shall be fully protected
      in so
      acting or refraining from acting) upon the instructions of the Purchasers,
      and
      any action so taken or not so taken by the Agent shall be binding upon all
      Purchasers; provided, however, that the Agent shall not be required to take
      any
      action which exposes the Agent to liability in such capacity, which could result
      in the Agent incurring any costs and expenses or which is contrary to this
      Agreement or applicable law.

     

    (b)
      Indemnification. Each Purchaser hereby agrees to indemnify and hold harmless
      the
      Agent from and against any and all liabilities, obligations, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind or
      nature whatsoever which may be imposed on, incurred by, or asserted against
      the
      Agent (in its capacity as agent for the Purchasers) in any way relating to
      or
      arising out of the Security Documents or any action taken or admitted by the
      Agent under or in respect of the Security Documents; provided that no Purchaser
      shall be liable for any portion of such liabilities, obligations, damages,
      penalties, actions, judgments, suits, costs, expenses or disbursements resulting
      from the Agent’s gross negligence or willful misconduct. Without limiting the
      generality of the foregoing, each Purchaser agrees to reimburse the Agent
      promptly upon demand on a pro rata basis in accordance with the then outstanding
      indebtedness, liabilities and obligations owing to such Purchaser by the Company
      in respect of any out-of-pocket expenses (including counsel fees) incurred
      by
      the Agent in connection with the preservation of any rights of the Agent or
      the
      Purchasers under, the enforcement of, or legal advice in respect of the rights
      or responsibilities under, the Security Documents, to the extent that the Agent
      is not reimbursed for such expenses by the Company or its
      Subsidiaries.

     

    (c)
      Successor Agent. The Agent may, as hereinafter provided, resign at any time
      by
      giving not less than 30 days’ written notice thereof to the Purchasers and the
      Company. Upon any such resignation, the Purchasers shall have the right to
      appoint a successor Agent (the “Successor
      Agent”),
      which
      shall be a Purchaser and which shall be acceptable to the Company, acting
      reasonably. Upon the acceptance of any appointment as Agent hereunder by a
      Successor Agent, such Successor Agent shall thereupon succeed to and become
      vested with all the rights, powers, privileges and duties of the retiring Agent
      and the retiring Agent shall thereupon be discharged from its further duties
      and
      obligations as Agent under the Security Documents. After any retiring Agent’s
      resignation hereunder as Agent, the provisions of this Section 5.20 shall
      continue to inure to its benefit as to any actions taken or omitted to be taken
      by it while it was Agent under the Security Documents. Absent such a resignation
      by the Agent, the Agent’s appointment shall continue until revoked in writing by
      Purchasers holding 75% of the outstanding principal amount of the Notes, at
      which time such Purchasers shall appoint a new Agent.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          30

        
          

        

      

      
         

      

    

    (d)
      Taking and Enforcement of Remedies.

     

    (1) Each
      of
      the Purchasers hereby acknowledges that, to the extent permitted by applicable
      law, the remedies provided under the Security Documents to the Purchasers are
      for the benefit of the Purchasers collectively and acting together and not
      severally and further acknowledges that its rights under the Security Documents
      are to be exercised not severally, but collectively by the Agent upon the
      decision of the Purchasers; accordingly, notwithstanding any of the provisions
      contained in any of the Transaction Documents, each of the Purchasers hereby
      covenants and agrees that it shall not be entitled to take any action with
      respect to the Security Documents, including, without limitation, any
      acceleration of the indebtedness, liabilities or obligations of the Company
      or
      any of its Subsidiaries, but that any such action shall be taken only by the
      Agent with the prior written agreement of the Purchasers, provided that,
      notwithstanding the foregoing:

     

    (2) in
      the
      absence of instructions from the Purchasers and where in the sole opinion of
      the
      Agent the exigencies of the situation warrant such action, the Agent may without
      notice to or consent of the Purchasers take such action on behalf of the
      Purchasers as it deems appropriate or desirable in the interest of the
      Purchasers; and

     

    (3) the
      commencement of litigation before any court shall be made in the name of each
      Purchaser individually unless the laws of the jurisdiction of such court permit
      such litigation to be commenced in the name of the Agent on behalf of the
      Purchasers (whether pursuant to a specific power of attorney in favor of the
      Agent or otherwise) and the Agent agrees to commence such litigation in its
      name; provided, however, that no litigation shall be commenced in the name
      of
      any Purchaser without the prior written consent of such Purchaser;

     

    (4) each
      of
      the Purchasers hereby further covenants and agrees that upon any such written
      consent being given by the Purchasers, they shall co-operate fully with the
      Agent to the extent requested by the Agent in the collective realization,
      including, without limitation, the appointment of a receiver and manager to
      act
      for their collective benefit; and each Purchaser covenants and agrees to do
      all
      acts and things to make, execute and deliver all agreements and other
      instruments, including, without limitation, any instruments necessary to effect
      any registrations, so as to fully carry out the intent and purpose of this
      Section 5.20; and each of the Purchasers hereby covenants and agrees that it
      has
      not heretofore and shall not seek, take, accept or receive any security for
      any
      of the obligations and liabilities of the Company under the Transaction
      Documents or under any other document, instrument, writing or agreement
      ancillary thereto other than such security as is provided hereunder and shall
      not enter into any agreement with the Company or any of its Subsidiaries
      relating in any manner whatsoever to the transactions contemplated hereunder,
      unless all of the Purchasers shall at the same time obtain the benefit of any
      such security or agreement, as the case may be.

     

    (5) Notwithstanding
      any other provision contained in the Transaction Documents, no Purchaser shall
      be required to be joined as a party to any litigation commenced against the
      Company or any of its Subsidiaries by the Agent under the Transaction Documents
      (unless otherwise required by any court of competent jurisdiction) if it elects
      not to be so joined in which event any such litigation shall not include claims
      in respect of the rights of such Purchaser against the Company or any of its
      Subsidiaries under the Transaction Documents until such time as such Purchaser
      does elect to be so joined; provided that if at the time of such subsequent
      election it is not possible or practicable for such Purchaser to be so joined,
      then such Purchaser may commence proceedings in its own name in respect of
      its
      rights against the Company or any of its Subsidiaries. 

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          31

        
          

        

      

      
         

      

    

    5.21 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under any Transaction Document are several and
      not
      joint with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance or non-performance of the obligations
      of any other Purchaser under any Transaction Document. Nothing contained herein
      or in any other Transaction Document, and no action taken by any Purchaser
      pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
      an association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert or as a group
      with respect to such obligations or the transactions contemplated by the
      Transaction Documents. Each Purchaser shall be entitled to independently protect
      and enforce its rights, including without limitation the rights arising out
      of
      this Agreement or out of the other Transaction Documents, and it shall not
      be
      necessary for any other Purchaser to be joined as an additional party in any
      proceeding for such purpose. Each Purchaser has been represented by its own
      separate legal counsel in their review and negotiation of the Transaction
      Documents. The Company has elected to provide all Purchasers with the same
      terms
      and Transaction Documents for the convenience of the Company and not because
      it
      was required or requested to do so by the Purchasers.

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          32

        
          

        

      

      
         

      

    

    


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

     

    
      	
              KNOBIAS,
                INC.

            	
              Address
                for Notice:

              875
                Northpark Drive

              Building
                2 Suite 500

              Ridgeland,
                MS 39157

            
	
               

               

              By:____________________________________

              Name:
                Key Ramsey

              Title:
                CEO

            	
               

              Telephone:
                601-978-3399  

              Facsimile:  

            
	
              With
                a copy to (which shall not constitute notice):

               

               

            	 
	 	 


    

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR PURCHASER FOLLOWS]

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          33

        
          

        

      

      
         

      

    


    [PURCHASER
      SIGNATURE PAGES TO KNOBIAS, SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name
      of
      Investing Entity:
      ________________________________________________________

    Signature
      of Authorized Signatory of Investing Entity:
      __________________________________

    Name
      of
      Authorized Signatory:
      ____________________________________________________

    Title
      of
      Authorized Signatory:
      _____________________________________________________

    Email
      Address of Authorized
      Entity:________________________________________________

    


    Address
      for Notice of Investing Entity:

    


    


    


    


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

    


    


    


    


    


    Subscription
      Amount: 

    


    EIN
      Number: [PROVIDE
      THIS UNDER SEPARATE COVER]

    


    [SIGNATURE
      PAGES CONTINUE]

     

    
      
         

      

      
        Exhibit
          4(a) - Page
          34