Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Franxxx XXX, 0000 Xxxxxx of xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, Purchasers agree to purchase the Notes and Warrants for an aggregate purchase price of One Million Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($1,000,000832,500) (the "Purchase Price"). The Notes and Warrants , which shall be sold and funded payable as soon as practicable but in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no event later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Final Closing Effectiveness Date"), subject to the satisfaction (or waiver) and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the applicable conditions set forth in Article IV hereof with respect to the purchase and sale of the Notes and Warrants to be acquired by Warrants. The closing of the Purchasers from the Company under execution and delivery of this Agreement shall take place at occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXXxxxxxxxx Xxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.(the "Closing"), Xxx Xxxx xxxe; providedat 10:00 a.m., that all New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewith. Subject to herewith or (ii) at such other time and place or on such date as the terms Purchaser and conditions of this Agreement, at each Closing, the Company may agree upon (the "Closing Date"). Funding shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price take place by wire transfer of immediately available funds to an account designated by the CompanyCompany no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Notes Shares and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price")Warrant. The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes Shares and Warrants Warrant to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Franxxx XXXFrankel LLP, 0000 Xxxxxx 1177 Avenue of xxx Xxxricasthe Americas, Xxx New Xxxx, Xxx Xxxx 00000 (thx "Xxxxing") xx 00:00 x.x.xxxx xxxx xxx xx xxxx xxxx xx xxx Xxxxxxxxx xxx xxe Company may agree upon (the "Closing Date"), Xxx Xxxx xxxe; provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the The Company shall deliver or cause to be delivered to each the Purchaser (xi) its Note for the principal amount set forth opposite a certificate registered in the name of such the Purchaser on Exhibit A heretorepresenting the Shares within three (3) Trading Days (as defined in Section 3.10 hereof) following the Closing, (yii) a Series A Warrant and Series B the Warrant to purchase such number of shares of Common Stock as is set forth opposite __________ Warrant Shares within three (3) Trading Days following the name of such Purchaser on Exhibit A attached hereto Closing, and (ziii) any other deliveries as required by Article IVIV at the Closing. At each the Closing, each the Purchaser shall deliver its the Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to -------------------------- sellto the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes Company acknowledges and agrees that the Purchase Price for certain Purchasers for the Preferred Shares and Warrants shall will be sold and funded paid to the Company with shares of the Series A Preferred Stock, the April Notes and/or the June Notes, as applicable, in three separate closings (each, a "Closing")the amounts set forth on Schedule 1.1 attached hereto. The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes ------------ Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXXxxxxxxxx Xxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.(the "Closing") at 10:00 a.m., Xxx Xxxx xxxe; provided, that all New York time on (i) the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewith. Subject to herewith or (ii) at such other time and place or on such date as the terms Purchasers and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser may agree upon (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company"Closing Date").

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Two Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Five Hundred Thousand Dollars ($300,0002,500,000) (the “Purchase Price”). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Xxxxxxx & Franxxx XXXXxxxx, 0000 Xxxxxx of xxx XxxricasLLP, Xxx Xxxx000 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx 00000 xx 00:00 x.x.Xxxxxxxxx, Xxx Xxxx xxxeXxxxxxxxx (the “Closing”) at 10:00 a.m., Milwaukee time (i) on or before November 1, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Notes and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), including without limitation, all pricing terms, which closing shall occur which closing shall occur no later than January 27, 2008, for an aggregate purchase price of up to $5,000,000 (the “Additional Note and Warrant Financing”); provided that each Purchaser shall have a right to exchange the Notes and Warrants acquired by it hereunder for Notes and Warrants issued in the Additional Note and Warrant Financing, if any Purchaser, in its sole discretion, determines that the Additional Note and Warrant Financing provides terms more favorable to purchasers thereof than the Transaction Documents provide to the Purchasers hereof. The terms “Notes” and “Warrants” shall also be deemed to include the Additional Notes and Additional Warrants. Subject to the terms and conditions of this Agreement, at each Closing, the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyIV hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes closing of the execution and Warrants delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be sold and funded in three delivered pursuant to this Agreement to QED Law Group, P.L.L.C., 3200 N.W. 68th Street, Seattle, Washington 98117. The Preferrex Xxxxxx xxx Xxxxxxxx xxxxx xx xxxx xxx xxxxxx xx one or more separate closings (each, a "Closing"). The initial Closing closing under this Agreement (the "Initial Closing") shall take place on or about February 13no later than October 7, 2006 2002 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) October 22, 2002 (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after by wire transfer of immediately available funds on or prior to the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial applicable Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement so long as the "Closing Date"conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Franxxx XXXQED Law Group, 0000 Xxxxxx P.L.L.C. at 1:00 p.m. (eastern time) (10:00 a.m. pacific time) upon the satisfaction of xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all each of the conditions set forth in Article IV hereof and applicable to each (each, a "Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyDate").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes closing of the execution and Warrants delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be sold and funded in three separate delivered pursuant to this Agreement to Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Avexxx, Xxx Yxxx, Xxx Xxxx 10174. The Preferred Shares xxx Xxxxxxxx xxxxx xx xxxx xxx xxxxxx xx xxx xeparate closings (each, a "Closing"). The initial Closing closing under this Agreement (the "Initial Closing") shall take place on or about February 13no later than September 30, 2006 2002 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)__________. The second Closing closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration StatementSecond Closing Date") with after the Securities and Exchange Commission (the "Commission") providing for declares the resale of the Conversion Shares Registration Statement (as defined belowin the Registration Rights Agreement) and the Warrant Shares (as defined below) effective (the "Second Closing Effectiveness Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)____________. The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after by wire transfer of immediately available funds on or prior to the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial applicable Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement so long as the "Closing Date"conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXX, 0000 Xxxxxx of Gilchrist Parker Chapin LLP at 1:00 p.m. (eastern time) upon the satixxxxxxxx ox xxxx xx xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all of the conditions set forth in Article IV hereof and applicable to each (each, a "Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyDate").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchaser Price" and collectively referred to as the "Purchase PricePrices"). The Notes closing of the purchase and sale of the Preferred Shares and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Franxxx XXXXxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all (the "Closing") at 10:00 a.m. Pacific Time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewith. Subject to herewith or (ii) at such other time and place or on such date as the terms Purchasers and conditions of this Agreement, at each Closing, the Company shall deliver or cause may agree upon (each, a "Closing Date"). The closing date of the final tranche of Preferred Shares and Warrants to be delivered to each Purchaser purchased hereunder shall occur on or before October 15, 2000 (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company"Final Closing Date").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue -------------------------- and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Notes Note and Warrants Warrant for an aggregate purchase price of One Three Million Five Hundred Thousand Dollars ($1,000,0003,500,000.00) (the "Purchase Price"). The Notes and Warrants , which shall be sold and funded payable as soon as --------------- practicable but in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no event later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for declares the resale of the Conversion Shares Registration ---------- Statement (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing"Registration Rights Agreement) shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable ------------------ conditions set forth in Article IV hereof with respect to the purchase of the Note and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000)Warrant. The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase execution and sale delivery of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXXxxxxxxxx Xxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.(the "Closing"), Xxx Xxxx xxxe; providedat 10:00 a.m., that all New York time (i) on the date on ------- which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewithherewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Subject Notwithstanding ------------- anything to the terms and conditions of this Agreement, at each Closingcontrary contained herein, the Company shall deliver or cause aggregate principal amount of the Note to be delivered to each sold by the Company and purchased by the Purchaser hereunder shall not exceed Three Million Five Hundred Thousand Dollars (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV$3,500,000.00). At each Closing, each Purchaser Funding shall deliver its Purchase Price take place by wire transfer of immediately available funds on the Effectiveness Date to an account designated by Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, as escrow agent (the Company"Escrow Agent") so long as the conditions set forth in Article IV hereof ------------ shall be fulfilled or waived in accordance herewith (the "Funding Date"). The ------------ Escrow Agent shall deliver the funds to the Company within five (5) business days thereafter.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One up to Eight Million Dollars ($1,000,0008,000,000) (the "“Purchase Price"”). The Notes and Warrants shall be sold and funded in three two separate closings (each, a "“Closing"”). The initial Closing closing under this Agreement (the "“Initial Closing"”) shall take place on or about February 13before October 7, 2006 2005 (the "“Initial Closing Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars (up to $350,000)6,000,000.00. The second Closing closing under this Agreement (the "“Second Closing"”) shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement"“Second Closing Date”, and together with the Initial Closing Date, each a “Closing Date”) with after the Securities and Exchange Commission (the "“Commission"”) providing for declares the resale of the Conversion Shares Registration Statement (as defined belowin the Registration Rights Agreement) and the Warrant Shares (as defined below) effective (the "Second Closing “Effectiveness Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars (up to $350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date"2,000,000.00. Each Closing closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Xxxxxx Xxxxx Xxxxxxxx & Franxxx XXXXxxxxxx LLP, 0000 Xxxxxx of xx xxx XxxricasXxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.at 10:00 a.m., Xxx Xxxx xxxeNew York time; provided, that all of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) a Series A Warrant and Series B Warrant the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IVhereto. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants Units for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes and Warrants Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Leser, Hunter, Taubman & Franxxx XXXTaubman, 0000 Xxxxxx of xxx Xxxricas17 State Strexx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.(xxx "Xxxxxng") at 10:00 a.m., Xxx Xxxx xxxeNew York time (i) on or before September 14, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at each Closing, the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note a certificate for the principal amount number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant Warrants corresponding to purchase such the number of shares of Common Stock Units as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At each the Closing, each Purchaser shall deliver its Purchase Price by wire transfer in immediately available funds to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Two Million Five Hundred Thousand Dollars ($1,000,0002,500,000.00) (the "“Purchase Price"”). The Notes and Warrants shall be sold and funded in three two separate closings (each, a "“Closing"”). The initial Closing closing under this Agreement (the "“Initial Closing"”) shall take place on or about February 13no later than July 21, 2006 2004 (the "“Initial Closing Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Two Million Dollars ($350,0002,000,000.00). The second Closing closing under this Agreement (the "“Second Closing"”) shall take place no later than five (5) business days after the date that the Company files the registration statement August 9, 2004 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "“Second Closing Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Five Hundred Thousand Dollars ($300,000500,000.00). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXXxxxxxxxx Xxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.or at such other place as the Purchasers and the Company may agree upon (each, Xxx Xxxx xxxea “Closing Date”); provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each the applicable Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IVhereto. At each the applicable Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Initial Preferred Shares and Warrants for an aggregate shall have the right to purchase price the number of One Million Dollars ($1,000,000) (Additional Preferred Shares set forth opposite their respective names on the "Purchase Price")Schedule of Purchasers. The Notes closing of the purchase and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement sale of the Initial Preferred Shares (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Xxxxxx Xxxxxx Flattau & Franxxx XXXKlimpl, LLP, 0000 Xxxxxx of xx xxx XxxricasXxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 5:00 p.m. E.S.T. on July 31, 1998 or such other time and place or on such date as the Purchasers and the Company may agree upon (the "Initial Closing Date"). The closing of the purchase and sale of the Additional Preferred Shares (the "Additional Closing") which may be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxxx Flattau & Klimpl, LLP, 0000 Xxxxxx xx 00:00 x.x.xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx xxxe; provided00000, that all at 5:00 p.m. E.S.T. on the later of (a) the date which is three months after the Initial Closing Date and (b) the date which is 15 days after the date on which the Registration Statement is declared effective by the SEC, or such other time and place or on such date as the Purchasers and the Company may agree upon (the "Additional Closing Date"). The Initial Closing Date and the Additional Closing Date collectively are referred to in this Agreement as the "Closing Dates" and the Initial Closing and the Additional Closing collectively are referred to in this Agreement as the "Closings." On each of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each ClosingDates, the Company shall deliver to each Purchaser certificates for the number and series of Initial Preferred Shares or cause Additional Preferred Shares, as the case may be, to be purchased by such Purchaser at such Closing, registered in such Purchaser's name (or its nominee) against receipt by the Company of a wire transfer of funds to the account as shall be designated in writing by the Company, representing the cash consideration set forth opposite each such Purchaser's name on the Schedule of Purchasers. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to each Purchaser (x) its Note for this Agreement at or prior to the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each respective Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that amount of Debentures and the Notes number of Warrants set forth opposite their respective names on Exhibit A. Each tranche of the purchase and sale of Debentures and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (" and the first such Closing, the "Initial Tranche I Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXGilchrist Parker Chapin LLP The Chrysler Building, 0000 Xxxxxx of xxx Xxxricas405 Lexington Avenux, Xxx XxxxXxrx, Xxx Xxxx 00000 00174 at 10:00 a.m. New York xxxx (x) xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all xxx xxxx xx xxxxx xxx xxxx xx xx xulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewithherewith or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (each, a "Closing Date" and the first such Closing Date, the "Tranche I Closing Date"). Subject The Tranche I Closing shall occur no later than November 21, 2001, and the Closing with respect to the terms funding of the remainder of the Purchase Price (the "Tranche II Closing") shall occur no later than December 12, 2001, or on such other date as the Purchasers and conditions the Company may agree upon (the "Tranche II Closing Date"); provided, however, that the failure of the Tranche II Closing to occur shall not affect the Company's obligations to the Purchasers under this Agreement, at each Closingthe Registration Rights Agreement, the Company shall deliver or cause Debenture and the Warrants. Notwithstanding anything to the contrary herein, the maximum aggregate principal amount of the Debentures to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated sold by the CompanyCompany and purchased by the Purchasers hereunder shall not exceed $3,000,000.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One up to Three Million Dollars ($1,000,0003,000,000) (the "“Purchase Price"”). As of the effective date of this Agreement, the Company has sold Notes and Warrants for an aggregate purchase price of Two Million Dollars ($2,000,000) in the Initial Closing on June 29, 2007. The remaining Notes and Warrants shall be sold and funded in three two separate closings (each, each a "“Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000”). The second Closing under this Agreement (the "“Second Closing"”) shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars $500,000 and shall take place on the date hereof ($350,000the “Second Closing Date”). The final Closing third closing under this Agreement (the "Final “Third Closing"”) shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars $500,000 and shall take place on or before August 31, 2007; provided, that the Company has not closed a financing of its debt or equity securities prior to such date ($300,000the “Third Closing Date”). The Initial Closing Date, the Second Closing Date Date, and the Final Third Closing Date are sometimes referred to in this Agreement as the "“Closing Date"”. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Franxxx XXXthe Company, 0000 Xxxxxx of xxx Xxxricas00000 Xxxxxxx Xxxx. Xxxxx 000, Xxx Xxxxxxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.CA 91403 at 5:00 p.m., Xxx Xxxx xxxePacific Daylight Savings time; provided, that all of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the Companyescrow agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes number of Shares and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price"). Warrants, in each case, set forth opposite their respective names on EXHIBIT A. The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXXxxxxxxxx Xxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.(the "CLOSING") (i) on or before May 14, Xxx Xxxx xxxe; provided2004, PROVIDED, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith, or (ii) on such other date as the Purchasers and the Company may agree upon (the "CLOSING DATE"); provided, HOWEVER, if a Purchaser elects not to extend the Closing Date beyond May 14, 2004, such Purchaser's portion of the Purchase Price shall be returned from escrow upon such Purchaser's written request. Subject to At the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (xi) its Note for a certificate registered in the principal amount name of the Purchaser representing the number of Shares as is set forth opposite the name of such Purchaser on Exhibit EXHIBIT A hereto, and (yii) a Series A Warrant and Series B certificate representing a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. EXHIBIT A. At each the Closing, each Purchaser (or the escrow agent) shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration The closing of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000i) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes first $5,000,000 tranche of Common Stock and a pro rata portion of the Warrants (the "Tranche I Closing"), and (ii) the purchase and sale of the second $5,000,000 tranche of Common Stock and a pro rata portion of the Warrants (the "Tranche II Closing," each of the Tranche I Closing and Tranche II Closing, a "Closing", and the date of each Closing, a "Closing Date"), to be acquired by the Purchasers Purchaser from the Company under this Agreement pursuant to Section 1.1 hereof shall take place at the offices of Kramer Levin Naftalis Parkxx Xxxxxx Xxxttau & Franxxx XXXKlimpl, 0000 LLP, 1211 Xxxxxx of xx xxx XxxricasXxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all 10:00 a.m. E.S.T. on (i) the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewithherewith or (ii) such other time and place or on such date as the Purchaser and the Company may agree upon. Subject Notwithstanding anything to the terms and conditions contrary contained herein, the Tranche II Closing shall occur within thirty (30) days after the date of this Agreement, at the Tranche I Closing. On or before each ClosingClosing Date, the Company shall deliver to the escrow agent (the Escrow Agent") identified in the Escrow Agreement attached hereto as Exhibit C (the "Escrow Agreement") the certificates representing the shares of Common Stock and Warrants, registered in the Purchaser's name (or its nominee), and prior to each Closing Date the Purchaser shall pay by wire transfer of immediately available funds into escrow the purchase price to be paid on such Closing Date. At the Purchaser's request, the Company shall deliver certificates representing the shares of Common Stock issued on each Closing Date to the Depositary Trust Company ("DTC") on the Purchaser's behalf. The Company and the Purchaser shall cause such shares to be credited to the DTC account designated by the Purchaser upon receipt by the Company of payment by wire transfer of immediately available funds for such Common Stock by the Purchaser into an account designated by the Company. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to each Purchaser (x) its Note for Closing. Notwithstanding anything to the principal amount contrary set forth opposite in this Agreement, the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such aggregate number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser to be sold hereunder shall deliver its Purchase Price by wire transfer to an account designated by the Companynot exceed 3,260,151.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an the Warrants. The aggregate purchase price of One Million Dollars the Notes and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such Purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes and Warrants shall be sold and funded in three separate multiple closings (each, a "Closing"). The initial ; provided, that the final Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place occurs no later than five (5) business days after the date that day immediately preceding the Company files filing of the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares pursuant to the Registration Rights Agreement (as defined belowin Section 2.1(b) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000hereof). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXXxxxxxxxx Xxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.at 1:00 p.m. (eastern time) or at such other time and place as the Purchasers and the Company may agree upon, Xxx Xxxx xxxe; provided, that all upon the satisfaction of each of the conditions set forth in Article IV hereof and applicable (each, a "Closing Date"). Funding with respect to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price take place by wire transfer of immediately available funds on or prior to an account designated by the Companyapplicable Closing Date.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes Company acknowledges and agrees that the Purchase Price for certain Purchasers for the Preferred Shares and Warrants will be paid to the Company with the Series B Preferred Stock and Series C Preferred Stock in the amounts set forth on Schedule 1.1 attached hereto. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be sold and funded in three separate delivered pursuant to this Agreement to Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Avexxx, Xxx Yxxx, Xxx Xxxx 10174. The Preferred Shares xxx Xxxxxxxx xxxxx xx xxxx xxx xxxxxx xx xxx xeparate closings (each, a "Closing"). The initial Closing closing under this Agreement (the "Initial Closing") shall take place on or about February 13no later than September 30, 2006 2002 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)7,814,850. The second Closing closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") after the Commission declares the Registration Statement (as defined in the Registration Rights Agreement) effective (the "Effectiveness Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)1,260,000. The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after by wire transfer of immediately available funds on or prior to the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial applicable Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement so long as the "Closing Date"conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXX, 0000 Xxxxxx of Gilchrist Parker Chapin LLP at 1:00 p.m. (eastern time) upon the satixxxxxxxx ox xxxx xx xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all of the conditions set forth in Article IV hereof and applicable to each (each, a "Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyDate").

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One up to Five Million Dollars ($1,000,0005,000,000) (the "“Purchase Price"”). The Notes and Warrants shall be sold and funded in three two separate closings (each, a "“Closing"”). The initial Closing closing under this Agreement (the "“Initial Closing"”) shall take place on or about February 13before November 15, 2006 2004 (the "“Initial Closing Date"”) and shall be funded in the amount of Three Million Three Hundred Fifty Thousand Dollars ($350,0003,300,000). The second Closing closing under this Agreement (the "“Second Closing"”) shall take place no later than five (5) business days after the date that the Company files the registration statement December 30, 2004 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "“Second Closing Date"”) and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three One Million Seven Hundred Thousand Dollars ($300,0001,700,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXXxxxxxxxx Xxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.or at such other place as the Purchasers and the Company may agree upon (each, Xxx Xxxx xxxea “Closing Date”); provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each the applicable Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IVhereto. At each the applicable Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Seven Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Five Hundred Thousand Dollars ($300,0007,500,000) (the “Purchase Price”). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Xxxxxx Xxxxx Xxxxxxxx & Franxxx XXXXxxxxxx LLP, 0000 Xxxxxx of xx xxx XxxricasXxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.(the “Closing”) at 10:00 a.m., Xxx Xxxx xxxeNew York time (i) on or before July 31, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Notes and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), including without limitation, all pricing terms, which closing shall occur which closing shall occur no later than one hundred fifty (150) days following the Closing Date, for an aggregate purchase price of up to $5,000,000 (the “Additional Note and Warrant Financing”); provided that each Purchaser shall have a right to exchange the Notes and Warrants acquired by it hereunder for Notes and Warrants issued in the Additional Note and Warrant Financing, if any Purchaser, in its sole discretion, determines that the Additional Note and Warrant Financing provides terms more favorable to purchasers thereof than the Transaction Documents provide to the Purchasers hereof. The terms "Notes" and "Warrants" shall also be deemed to include the Additional Notes and Additional Warrants. Subject to the terms and conditions of this Agreement, at each Closing, the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyIV hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue ---------------------------- and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, Purchasers agree to purchase the Notes Debentures and Warrants for an aggregate purchase price of One up to Four Million Dollars ($1,000,0004,000,000.00) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes Debentures and --------------- Warrants (each a "Closing") to be acquired by the Purchasers from the Company ------- under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx Gilchrist Parker Chapin XXX, 0000 Xxxxxx of xxx XxxricasXxe Xxxxxxxx Xxxxding, Xxx 405 Lexington Avenue, New Xxxx, Xxx Xxxx 00000 (xxx "Xxxxxxx") xx 00:00 x.x.a.m., Xxx Xxxx xxxe; provided, that all New York time on (i) the date on which ------- the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each such Closing shall have been be fulfilled or waived in accordance herewith. Subject to herewith or (ii) at such other time and place or on such date as the terms Purchasers and conditions of this Agreement, at each Closing, the Company may agree upon (each a "Closing Date"). The Closing Date of the ------------ first tranche of Debentures and Warrants (the "Initial Closing") shall deliver occur on --------------- or cause before April 19,2002 or such other date as the Company and the Purchasers shall mutually agree (the "Initial Closing Date"). The Closing Date of the final -------------------- tranche of Debentures and Warrants to be delivered to each Purchaser purchased hereunder shall occur on or before April 30, 2002 or such other date as the Company and the Purchasers may mutually agree (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV"Final Closing Date"). At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.--------------------

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Notes closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to QED Law Group, P.L.L.C., 3200 X.X. 00xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000. Xhe Preferred Shares and Warrants shall be sold and funded in three one or more separate closings (each, a "Closing"). The initial Closing closing under this Agreement (the "Initial Closing") shall take place on or about February 13no later than October 7, 2006 2002 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) October 22, 2002 (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after by wire transfer of immediately available funds on or prior to the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial applicable Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement so long as the "Closing Date"conditions set forth in Article IV hereof shall be fulfilled or waived in accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Franxxx XXXQED Law Group, 0000 Xxxxxx P.L.L.C. at 1:00 p.m. (eastern time) (10:00 a.m. pacific time) upon the satisfaction of xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all each of the conditions set forth in Article IV hereof and applicable to each (each, a "Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyDate").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of One Million Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($1,000,000) (for each such purchaser, the "Purchaser Price" and collectively referred to as the "Purchase PricePrices"). The Notes Company acknowledges and agrees that the Purchase Price for the pro rata portion of the Preferred Shares and Warrants shall be sold and funded in three separate closings of Aspen International, Ltd. (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing DateAspen") and shall Angos Property LTD. ("Angos") will be funded in paid to the amount of Three Hundred Fifty Thousand Dollars ($350,000)Company with the Series L Preferred Shares. The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing closing of the purchase and sale of the Notes Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXXXxxxxxxxx Xxxxxx Xxxxxx LLP, 0000 Xxxxxx of xxx XxxricasThe Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x.(the "Closing") at 10:00 a.m. Pacific Time on (i) January 23, Xxx Xxxx xxxe; provided2001, that all the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to each the Closing shall have been be fulfilled or waived in accordance herewith. Subject to herewith or (ii) at such other time and place or on such date as the terms Purchasers and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser may agree upon (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company"Closing Date").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, Purchasers agree to purchase the Notes and Warrants for an aggregate purchase price of One Two Million Eighty-Seven Thousand Five Hundred Dollars ($1,000,0002,087,500.00) (the "Purchase PricePURCHASE PRICE"). The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Notes and Warrants shall be sold and funded in three two separate closings (each, a "ClosingCLOSING"). The initial Closing closing under this Agreement (the "Initial ClosingINITIAL CLOSING") shall take place on or about February 13no later than January 31, 2006 2002 (the "Initial Closing DateINITIAL CLOSING DATE") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)1,500,000.00. The second Closing closing under this Agreement (the "Second ClosingSECOND CLOSING") shall take place no later than five (5) business days after February 25, 2002 or on such later date as the date that the Company files the registration statement parties may mutually agree (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing DateSECOND CLOSING DATE") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000)587,500.00. The final Funding with respect to each Closing under this Agreement (the "Final Closing") shall take place no later than five by wire transfer of immediately available funds and/or by cancellation of outstanding indebtedness of the Company to the Purchaser in the amounts shown on EXHIBIT A, on or prior to the applicable Closing Date (5) business days after as defined below), so long as the Commission declares the Registration Statement effective (the "Final Closing Date") and conditions set forth in Article IV hereof shall be funded fulfilled or waived in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date"accordance herewith. Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis Jenkens & Franxxx XXX, 0000 Xxxxxxxxx Xxxxxx Xxxxxx LLP at 1:00 p.m. (eastern time) upon the satisfaction of xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all each of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement(each, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company"CLOSING DATE").