TO ARRANGING A COMPOSITION, ADJUSTMENT OR RESTRUCTURING OF ITS
DEBTS; OR THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY SHALL BY ANY ACT OR
FAILURE TO ACT EXPRESSLY INDICATE ITS CONSENT TO, APPROVAL OF OR ACQUIESCENCE IN
ANY OF THE FOREGOING; OR ANY CORPORATE OR OTHER ACTION IS TAKEN BY THE COMPANY
OR ANY SUBSIDIARY OF THE COMPANY FOR THE PURPOSE OF EFFECTING ANY OF THE
FOREGOING;
(III)
THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY SHALL DEFAULT IN ANY
OF ITS OBLIGATIONS UNDER ANY OTHER DEBENTURE OR ANY MORTGAGE, CREDIT AGREEMENT
OR OTHER FACILITY, INDENTURE AGREEMENT, FACTORING AGREEMENT OR OTHER INSTRUMENT
UNDER WHICH THERE MAY BE ISSUED, OR BY WHICH THERE MAY BE SECURED OR EVIDENCED
ANY INDEBTEDNESS FOR BORROWED MONEY OR MONEY DUE UNDER ANY LONG TERM LEASING OR
FACTORING ARRANGEMENT OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY IN AN
AMOUNT EXCEEDING $100,000, WHETHER SUCH INDEBTEDNESS NOW EXISTS OR SHALL
HEREAFTER BE CREATED AND SUCH DEFAULT SHALL RESULT IN SUCH INDEBTEDNESS BECOMING
OR BEING DECLARED DUE AND PAYABLE PRIOR TO THE DATE ON WHICH IT WOULD OTHERWISE
BECOME DUE AND PAYABLE;
(IV)
IF THE COMMON STOCK IS QUOTED OR LISTED FOR TRADING ON ANY OF THE
FOLLOWING AND IT CEASES TO BE SO QUOTED OR LISTED FOR TRADING AND SHALL NOT
AGAIN BE QUOTED OR LISTED FOR TRADING ON ANY PRIMARY MARKET WITHIN FIVE (5)
TRADING DAYS OF SUCH DELISTING: (A) THE AMERICAN STOCK EXCHANGE, (B) NEW YORK
STOCK EXCHANGE, (C) THE NASDAQ GLOBAL MARKET, (D) THE NASDAQ CAPITAL MARKET, OR
(E) THE NASDAQ OTC BULLETIN BOARD ("OTCBB") (EACH, A "PRIMARY MARKET");
(V)
THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY SHALL BE A PARTY TO
ANY CHANGE OF CONTROL TRANSACTION (AS DEFINED IN SECTION 6) UNLESS IN CONNECTION
WITH SUCH CHANGE OF CONTROL TRANSACTION THIS DEBENTURE IS RETIRED;
(VI)
THE COMPANY SHALL AGREE TO ANY MODIFICATION, WAIVER OR AMENDMENT
OF THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT DATED AS OF MARCH 30, 2007
FILED AS AN EXHIBIT TO THAT CERTAIN CURRENT REPORT ON FORM 8-K FILED APRIL 5,
2007, OR ANY OF THE AGREEMENTS REFERENCED THEREIN AND ATTACHED AS AN EXHIBIT
THERETO, WITHOUT SIMULTANEOUSLY NOTIFYING THE HOLDER OF SUCH MODIFICATION,
WAIVER OR AMENDMENT AND AFFORDING THE HOLDER AT LEAST FIVE (5) BUSINESS DAYS TO
DETERMINE WHETHER OR NOT TO ENTER INTO THE SAME MODIFICATION, WAIVER OR
AMENDMENT ;
(VII)
THE COMPANY'S (A) FAILURE TO CURE A CONVERSION FAILURE BY DELIVERY
OF THE REQUIRED NUMBER OF SHARES OF COMMON STOCK WITHIN FIVE (5) BUSINESS DAYS
AFTER THE APPLICABLE CONVERSION FAILURE OR (B) NOTICE, WRITTEN OR ORAL, TO ANY
HOLDER OF THE DEBENTURES, INCLUDING BY WAY OF PUBLIC ANNOUNCEMENT, AT ANY TIME,
OF ITS INTENTION NOT TO COMPLY WITH A REQUEST FOR CONVERSION OF ANY DEBENTURES
INTO SHARES OF COMMON STOCK THAT IS TENDERED IN ACCORDANCE WITH THE PROVISIONS
OF THE DEBENTURES, OTHER THAN PURSUANT TO SECTION 4(C);
(VIII)
THE COMPANY SHALL FAIL FOR ANY REASON TO DELIVER THE PAYMENT IN
CASH PURSUANT TO A BUY-IN