FORM OF THE
ATTACHED EXHIBIT A (THE "2007 TRANCHE B NOTES"), WHICH SHALL CONSIST OF (I) A
2007 TRANCHE B NOTE IN THE AGGREGATE PRINCIPAL AMOUNT OF $2.1 MILLION TO BE
ISSUED AS OF THE DATE HEREOF (THE "2007 TRANCHE B NOTE-A"), AND (II) A 2007
TRANCHE B NOTE IN THE AGGREGATE PRINCIPAL AMOUNT OF UP TO $1.9 MILLION TO BE
ISSUED NO LATER THAN AUGUST 22, 2008 ("2007 TRANCHE B NOTE-B"), WHICH ISSUANCE
OF THE 2007 TRANCHE B NOTE-B SHALL BE SUBJECT TO THE CONDITIONS SET FORTH IN
SECTION 2 BELOW; AND
(B)
PARENT HAS AUTHORIZED THE ISSUANCE AND SALE
OF ITS STOCK PURCHASE WARRANTS EVIDENCING THE RIGHT TO PURCHASE UP TO 42,958
SHARES OF COMMON STOCK (HEREIN, TOGETHER WITH ANY STOCK PURCHASE WARRANTS ISSUED
IN EXCHANGE THEREFOR OR REPLACEMENT THEREOF, CALLED THE "2007 WARRANTS" AND,
TOGETHER WITH THE 2007 TRANCHE B NOTES, THE "NEW SECURITIES").
THE 2007
WARRANTS ARE TO BE SUBSTANTIALLY IN THE FORM OF EXHIBIT B ATTACHED HERETO.
THE
PERIOD DURING WHICH THE WARRANTS MAY BE EXERCISED AND THE AMOUNT TO BE PAID UPON
EXERCISE FOR THE SHARES OF COMMON STOCK UPON EXERCISE ARE, AMONG OTHER THINGS,
SET FORTH IN THE 2007 WARRANTS.
THE 2007 WARRANTS AND THE SHARES OF COMMON
STOCK UNDERLYING THE 2007 WARRANTS SHALL CONSTITUTE (I) "WARRANTS" AND "WARRANT
SHARES" AS SUCH TERMS ARE DEFINED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF
NOVEMBER 22, 2005 BY AND AMONG THE PARENT AND THE PURCHASERS (THE "WARRANT
AGREEMENT"), AND (II) "ABRY WARRANTS" AS SUCH TERM IS DEFINED IN THAT CERTAIN
REGISTRATION RIGHTS AGREEMENT DATED NOVEMBER 25, 2007 BY AND AMONG PARENT, THE
PURCHASERS AND THE OTHER INVESTORS SET FORTH THEREIN (THE "REGISTRATION RIGHTS
AGREEMENT") AND THE HOLDERS OF THE 2007 WARRANTS SHALL BE ENTITLED TO ALL OF THE
RIGHTS AND BENEFITS, AND SHALL BE SUBJECT TO ANY AND ALL OBLIGATIONS, OF A
WARRANTHOLDER UNDER THE WARRANT AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.
THE PURCHASERS, THE COMPANY AND PARENT AGREE THAT THE TRANSACTION AGREEMENTS
ARE HEREBY DEEMED AMENDED IN ALL RESPECTS AS MAY BE NECESSARY IN ORDER TO GIVE
EFFECT TO THE FOREGOING SENTENCE.
(C)
THE COMPANY AND PARENT, RESPECTIVELY, AGREE
TO ISSUE AND SELL TO AMP, AND AMP AGREES TO PURCHASE, ON THE DATE HEREOF, THE
2007 TRANCHE B NOTE-A AND THE 2007 WARRANTS, FOR AGGREGATE CONSIDERATION EQUAL
TO $2,100,000, PAYABLE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN
ACCOUNT SPECIFIED BY THE COMPANY.
IF THE COMPANY GIVES AMP A WRITTEN NOTICE
REQUESTING THAT AMP PURCHASE THE 2007 TRANCHE B NOTE-B (A "PURCHASE NOTICE"),
THEN ON THE DATE SPECIFIED IN SUCH PURCHASE NOTICE, THE COMPANY WILL SELL TO
AMP, AND AMP WILL PURCHASE FROM THE COMPANY, THE 2007 TRANCHE B NOTE-B FOR
AGGREGATE CONSIDERATION EQUAL TO INITIAL
2
PRINCIPAL AMOUNT OF THE 2007 TRANCHE B NOTE-B (WHICH AMOUNT WILL BE SPECIFIED IN
THE PURCHASE NOTICE AND WILL NOT EXCEED $1,900,000), PAYABLE BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT SPECIFIED BY THE COMPANY.
THE
PURCHASE AND SALE OF THE 2007