LIQUIDATED DAMAGES WITH RESPECT TO OR
OTHERWISE TAKE ANY ACTION SOLELY AS A RESULT OF THE COMPANY ENTERING INTO AND
CONSUMMATING THIS AGREEMENT, THE $600,000 PRINCIPAL AMOUNT OF UNSECURED BRIDGE
NOTES ISSUED BY THE COMPANY TO ON FEBRUARY 19, 2008 TO JMJ FINANCIAL OR THE
$130,000 IN UNSECURED CONVERTIBLE NOTES ISSUED TO PDPI LLC AND THE SHAPIRO
FAMILY TRUST ON MARCH 21, 2008.
ARTICLE V.
MISCELLANEOUS
5.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY ANY PURCHASER,
AS TO SUCH PURCHASER'S OBLIGATIONS 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 MARCH
, 2008; PROVIDED, HOWEVER, THAT SUCH TERMINATION WILL NOT
AFFECT THE RIGHT OF ANY PARTY TO SUE FOR ANY BREACH BY THE OTHER PARTY (OR
PARTIES).
5.2
FEES AND EXPENSES.
AT THE CLOSING, THE COMPANY HAS AGREED TO
REIMBURSE T.R. WINSTON & COMPANY, LLC ("T.R. WINSTON") THE NON-ACCOUNTABLE SUM
OF $20,000 FOR ITS LEGAL FEES AND EXPENSES, $10,000 OF WHICH HAS BEEN PAID PRIOR
TO CLOSING.
ACCORDINGLY, IN LIEU OF THE FOREGOING PAYMENTS, THE AGGREGATE
AMOUNT THAT T.R. WINSTON IS TO PAY FOR THE SECURITIES AT THE CLOSING SHALL BE
REDUCED BY $10,000 IN LIEU THEREOF. THE COMPANY SHALL DELIVER TO EACH PURCHASER,
PRIOR TO THE CLOSING, A COMPLETED AND EXECUTED COPY OF THE CLOSING STATEMENT
ATTACHED HERETO AS ANNEX A.
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
DELIVERY OF ANY SECURITIES TO THE PURCHASERS.
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