; ; and

and another copy (which shall not constitute notice) to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
Facsimile: (212) 806-5400
Attention: Keith M. Andruschak, Esq. - 
Either party hereto may from time to time change its contact information for
notices under this Section by giving at least ten (10) days' prior written
notice of such changed contact information to the other party hereto.
SECTION 10.5
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY RIGHTS OF THE
INVESTOR OR THE COMPANY HEREUNDER MAY BE ASSIGNED BY EITHER PARTY TO ANY OTHER
PERSON.
SECTION 10.6
AMENDMENT; NO WAIVER.
NO PARTY SHALL BE LIABLE OR BOUND TO
ANY OTHER PARTY IN ANY MANNER BY ANY WARRANTIES, REPRESENTATIONS OR COVENANTS
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE WARRANT AND THE
REGISTRATION RIGHTS AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
NEITHER THIS AGREEMENT NOR ANY TERM HEREOF MAY BE AMENDED, WAIVED, DISCHARGED OR
TERMINATED OTHER THAN BY A WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES HERETO.
THE FAILURE OF EITHER PARTY TO INSIST ON STRICT COMPLIANCE WITH THIS AGREEMENT,
OR TO EXERCISE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT, SHALL NOT CONSTITUTE A
WAIVER OF ANY RIGHTS PROVIDED UNDER THIS AGREEMENT, NOR ESTOP THE PARTIES FROM
THEREAFTER DEMANDING FULL AND COMPLETE COMPLIANCE NOR PREVENT THE PARTIES FROM
EXERCISING SUCH A RIGHT OR REMEDY IN THE FUTURE.
SECTION 10.7
ENTIRE AGREEMENT.
THIS AGREEMENT, THE REGISTRATION RIGHTS
AGREEMENT AND THE WARRANT SET FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF
THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS, NEGOTIATIONS AND UNDERSTANDINGS BETWEEN THE PARTIES,
BOTH ORAL AND WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
SECTION 10.8
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT BECOMES OR
IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, UNENFORCEABLE OR
VOID, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID
PROVISION; PROVIDED THAT, IF THE SEVERANCE OF SUCH PROVISION MATERIALLY CHANGES
THE ECONOMIC BENEFITS OF THIS AGREEMENT TO EITHER PARTY AS SUCH
30
BENEFITS ARE ANTICIPATED AS OF THE DATE HEREOF, THEN SUCH PARTY MAY TERMINATE
THIS AGREEMENT ON FIVE (5) TRADING DAYS PRIOR WRITTEN NOTICE TO THE OTHER
PARTY.
IN SUCH EVENT, THE REGISTRATION RIGHTS AGREEMENT WILL TERMINATE
SIMULTANEOUSLY WITH THE TERMINATION OF THIS AGREEMENT; PROVIDED THAT IN THE
EVENT THAT THIS AGREEMENT IS TERMINATED BY THE COMPANY IN ACCORDANCE WITH THIS
SECTION 10.8 AND THE WARRANT SHARES EITHER HAVE NOT BEEN REGISTERED FOR RESALE
BY THE INVESTOR IN ACCORDANCE WITH THE REGISTRATION RIGHTS AGREEMENT OR ARE
OTHERWISE NOT FREELY TRADABLE (IF AND WHEN ISSUED) IN ACCORDANCE WITH APPLICABLE
LAW, THEN THE REGISTRATION RIGHTS AGREEMENT IN RESPECT OF THE REGISTRATION OF
THE WARRANT SHARES SHALL REMAIN IN FULL FORCE AND EFFECT.
SECTION 10.9
TITLE AND SUBTITLES.
THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE USED FOR THE CONVENIENCE OF REFERENCE AND ARE NOT TO BE CONSIDERED
IN CONSTRUING OR INTERPRETING THIS AGREEMENT.
SECTION 10.10
COUNTERPARTS.
THIS AGREEMENT MAY