Common use of Offering Clause in Contracts

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and the Investor (the "“Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Million U.S. Dollars ($10,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), par value US$$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twelve Million U.S. Dollars ($10,000,00012,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's Class A common stock (the "Commitment Amount"), no par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof hereof, (the "Standby Equity Distribution Agreement"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's Class A common stock (the "Commitment Amount"), par value US$0.001 $.0001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing to the terms of Company with respect to the Standby Equity Distribution Agreement and advising shall be available for consultation in connection with the advances to be requested by the Company with respect pursuant to those terms. the Standby Equity Distribution Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Butler Gonzalez LLP (the "Escrow Agreement"), are referred to sometimes hereinafter someti▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities."

Offering. The Company hereby engages the Placement Agent to act as -------- its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), ------------------------------------- pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten -------- Twenty Five Million U.S. Dollars ($10,000,00025,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 0.005 per share (the "Common Stock"), at ----------------- ------------ price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in ----------------------------- connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to ----------------- sometimes hereinafter collectively as the "Offering Materials." The Company's ------------------ Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any ---------- Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), no par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment Amount"), par value US$$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof June 4, 2004 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof June 4, 2004 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document (including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Wachovia, N.A. (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution Line of Credit Agreement"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with First Union National Bank (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." ", which shall also include the SEC Documents. The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The This Agreement shall amend and restate the Placement Agent Agreement dated September 22, 2005 (the "Original Agreement") by and among the parties hereto. Effective as of September 22, 2005, the Company hereby engages engaged the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof September 22, 2005 (as amended, amended and restated or otherwise modified in writing, the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's Class A common stock (the "Commitment Amount"), no par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, Agreement and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the of even date hereof herewith (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twelve Million U.S. Dollars ($10,000,00012,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement of even date herewith between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commissionlimited to, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the of even date hereof herewith (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof June 17, 2005 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Twenty-Five Million U.S. Dollars ($10,000,00025,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof June 17, 2005 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution AgreementSTANDBY EQUITY DISTRIBUTION AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 .001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Wachovia, N.A. (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,000US$5,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB Q as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 0.01 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment Amount")Common Stock, par value US$0.001 $0.0001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The This Agreement shall amend and restate the Placement Agent Agreement dated August 31, 2005 (the "Original Agreement") by and among the parties hereto. Effective as of August 31, 2005, the Company hereby engages engaged the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof August 31, 2005 (as amended, amended and restated or otherwise modified in writing, the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's Class A common stock (the "Commitment Amount"), no par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, Agreement and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof August 15, 2005 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof August 15, 2005 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Fifteen Million U.S. Dollars ($10,000,00015,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Placement Agent Agent's services shall consist of reviewing the terms of the Standby Equity Distribution Line of Credit Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $0.01 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "“Investor”) (the “Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Annual Report on Form 10-QSB KSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the of even date hereof herewith (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement of even date herewith between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commissionlimited to, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the of even date hereof herewith (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution AgreementSTANDBY EQUITY DISTRIBUTION AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 .001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "“Investor”) (the “Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Fifty Million U.S. Dollars ($10,000,00050,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$0.001 $0.01 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. The Placement Agent shall provide its advice in writing to the Company. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB Q as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount")Common Stock, par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof August 26, 2005 (the "Standby Equity Distribution Agreement"), “INVESTMENT AGREEMENT”) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering"“OFFERING”) up to Ten Twenty Million U.S. Dollars ($10,000,0002,000,000) of the Company's common stock ’s Class A Voting Common Stock (the "Commitment Amount"“COMMITMENT AMOUNT”), par value US$$0.001 per share (the "Common Stock"“COMMON STOCK”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The , Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof August 12, 2005 (the "Registration Rights Agreement"“REGISTRATION RIGHTS AGREEMENT”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document (including all amendments and supplements) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering Materials“OFFERING MATERIALS." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities“SECURITIES." ” The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a “best efforts basis.”

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 .0001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 0.00001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 0.0001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report Annual Reportt on Form 10-QSB KSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,000US$5,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution Line of Credit Agreement"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's Class A common stock (the "Commitment Amount"), par value US$$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Wachovia, N.A. (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Thirty Million U.S. Dollars ($10,000,000US$30,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the of even date hereof herewith (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock ordinary shares (the "Commitment Amount"), par value US$0.001 NIS 1 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement of even date herewith between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commissionlimited to, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the of even date hereof herewith (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and the Investor (the "“Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Four Million U.S. Dollars ($10,000,0004,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$0.001 $0.005 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB Q as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 0.0001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent May ▇▇▇▇▇ to act as its exclusive placement agent in connection with the Standby Equity Distribution Securities Purchase Agreement dated (as defined herein) for the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue issuance and sell to the Investor, from time to time, and the Investor shall purchase from sale by the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars of convertible debentures ($10,000,000the "CONVERTIBLE DEBENTURES") of which shall be convertible into the Company's common stock (the "Commitment Amount")Common Stock, $0.001 par value US$0.001 per share (the "Common StockCOMMON STOCK"), at a price per share equal to the Purchase Conversion Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those termsConvertible Debentures . All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Securities Purchase Agreement. The Investor Investors will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor Investors (the "INVESTORS' REGISTRATION RIGHTS AGREEMENT") dated the date hereof (the "Registration Rights Agreement")hereof. The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Securities Purchase Agreement dated the date hereof between the Company and the Investors named therein (the "SECURITIES PURCHASE AGREEMENT"), the Investors' Registration Rights Agreement, the Escrow AgreementAgreement with First Union National Bank (the "ESCROW AGREEMENT") the Warrants (as defined herein) and the Placement Agent's Registration Rights Agreement (as defined herein), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by and the Investor hereunder or to be issued in connection with the conversion of any debentures Convertible Debentures are sometimes collectively referred to hereinafter as the "Securities." The Placement Agent SECURITIES". May ▇▇▇▇▇ shall not be obligated to sell any SecuritiesSecurities and this Offering by May ▇▇▇▇▇ shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and the Investor (the "Standby Equity Distribution AgreementSTANDBY EQUITY DISTRIBUTION AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Twelve Million U.S. Dollars ($10,000,00012,000,000) (the "COMMITMENT AMOUNT") of the Company's common stock (the "Commitment Amount")stock, par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limitedlimited to, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Wachovia, N.A. (the "Escrow ESCROW Agreement"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "“Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Thirty Million U.S. Dollars ($10,000,00030,000,000) of the Company's ’s common stock (the "“Commitment Amount"”), par value US$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "“Escrow Agreement"”), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof September 13, 2004 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Four Million U.S. Five Hundred Thousand Dollars ($10,000,0004,500,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof September 13, 2004 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Fifteen Million U.S. Dollars ($10,000,00015,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof by and between the Company and Cornell Capital Partners, LP (the "“Investor”) (the “Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Fifteen Million U.S. Dollars ($10,000,00015,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$0.001 $0.0001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB Q as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution Line of Credit Agreement"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Wachovia Bank, N.A. (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $0.0001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Seven Million U.S. Five Hundred Thousand Dollars ($10,000,0007,500,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Wachovia Bank, N.A., (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and YA Global Investments, L.P. (the "“Investor”) (the “Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten One Hundred Million U.S. Dollars ($10,000,000100,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), no par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), no par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Fifty Million U.S. Dollars ($10,000,00050,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and the Investor (the "Standby Equity Distribution AgreementSTANDBY EQUITY DISTRIBUTION AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) (the "COMMITMENT AMOUNT") of the Company's common stock (the "Commitment Amount")stock, par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof (the "Standby Equity Distribution Line of Credit Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Fifteen Million U.S. Dollars ($10,000,00015,000,000) of the Company's common stock (the "Commitment Amount"), par value US$$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Placement Agent Agent's services shall consist of reviewing the terms of the Standby Equity Distribution Line of Credit Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $0.10 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. Where a representation, covenant, or warranty given by a parties hereto is qualified by "to the knowledge of" or "to the best knowledge of" or words of similar effect than the knowledge of the party giving such representation, warrant, or covenant shall be the knowledge of its executive officers. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's reports as filed under the Securities Exchange Act of 1934, as amended (the "1934 Act") and the respective rules and regulations promulgated thereunder including without limitation, the Company's latest Quarterly Report on Form 10-QSB Q as filed with the United States Securities and Exchange CommissionCommission (the "SEC"), this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $0.0001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line Agreement dated the date hereof between the Company and Magellan Global Fund, L.P. (the "Standby “Investor”) (the “Equity Distribution Line Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Two Million U.S. Dollars ($10,000,0002,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Line Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB Q as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Line Agreement, and the Escrow Registration Rights Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Equity Line Agreement sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Fifteen Million U.S. Dollars ($10,000,00015,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $ 0.0025 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB Q and other reports as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "“Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Fifteen Million U.S. Dollars ($10,000,00015,000,000) of the Company's ’s common stock (the "“Commitment Amount"”), par value US$0.001 $0.00002 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "“Escrow Agreement"”), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the of even date hereof herewith (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), no par value US$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement of even date herewith between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commissionlimited to, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the of even date hereof herewith (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement Investment Agreement, dated the date hereof January 16, 2006 (the "Standby Equity Distribution Agreement"“INVESTMENT AGREEMENT”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering"“OFFERING”) up to Ten Three Million U.S. Dollars ($10,000,0003,000,000) of the Company's common stock ’s Voting Common Stock (the "Commitment Amount"“COMMITMENT AMOUNT”), par value US$$0.001 per share (the "Common Stock"“COMMON STOCK”), at a price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor Investor, dated the date hereof January 16, 2006 (the "Registration Rights Agreement"“REGISTRATION RIGHTS AGREEMENT”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commissionlimited to, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document (including all amendments and supplements) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering Materials“OFFERING MATERIALS." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities“SECURITIES." ” The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a “best efforts basis.”

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof September 12, 2005 (the "Standby Equity Distribution Agreement"), “INVESTMENT AGREEMENT”) pursuant to which the Company shall issue and sell to the InvestorDutchess Private Equities Fund II, L.P., a Delaware Limited Partnership (the “INVESTOR”), from time to time, and the Investor shall purchase from the Company (the "Offering"“OFFERING”) up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock ’s Common Stock (the "Commitment Amount"“COMMITMENT AMOUNT”), par value US$$0.001 per share (the "Common Stock"“COMMON STOCK”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof September 12, 2005 (the "Registration Rights Agreement"“REGISTRATION RIGHTS AGREEMENT”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commissionlimited to, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any offering memorandum, prospectus or other disclosure document (including all amendments and supplements) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering Materials“OFFERING MATERIALS." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities“SECURITIES." ” The Placement Agent shall not be obligated to sell any SecuritiesSecurities and the Offering by the Placement Agent shall be solely on a “best efforts basis.”

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount")Common Stock, par value US$0.001 $0.0001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as -------- its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), ------------------------------------- pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten -------- Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 0.00001 per share (the "Common Stock"), at ---------------- ------------ price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in ----------------------------- connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to ----------------- sometimes hereinafter collectively as the "Offering Materials." The Company's ------------------ Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any ---------- Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof May 26, 2003 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $0.01 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof May 26, 2003 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "“Investor”) (the “Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Million U.S. Dollars ($10,000,000) (the “Commitment Amount”) of the Company's ’s common stock stock, no par value (the "Commitment Amount"), par value US$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB Q as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "“Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Five Million U.S. Dollars ($10,000,000US$5,000,000) of the Company's common stock (the "“Commitment Amount"”), par value US$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "“Escrow Agreement"”), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Two Million U.S. Five Hundred Thousand Dollars ($10,000,0002,500,000) of the Company's common stock (the "Commitment Amount")Common Stock, par value US$0.001 $0.0001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent May ▇▇▇▇▇ to act as its exclusive placement agent in connection with the Standby Equity Distribution that certain Securities Purchase Agreement dated the date hereof (the "Standby Equity Distribution Purchase Agreement"), pursuant to which dated the date hereof, between the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from investor(s) named therein (the "Investors"), for the issuance and sale by the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock Series A Convertible Preferred Stock, no par value (the "Commitment AmountPreferred Stock"), par value US$0.001 per share which is convertible into shares of the Company's Common Stock (the "Common Stock"), at for an aggregate purchase price per share equal of up to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms$2,000,000. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Purchase Agreement. The Investor Investor(s) will be granted certain registration rights with respect to the Common Stock issuable upon conversion of the Preferred Stock, as more fully set forth in the Registration Rights Agreement between the Company and the Investor Investor(s) dated the date hereof (hereof, and May ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will be granted warrants to purchase Common Stock of the "Registration Rights Agreement")Company and certain registration rights as described herein. The documents to be executed and delivered in connection with the Offering, including, including but not limited, limited to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Purchase Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof escrow agreement with First Union National Bank (the "Escrow Agreement"), the Placement Agent's Warrants (as hereinafter defined) and the Placement Agent's Registration Rights Agreement (as hereinafter defined), together with all of the Company's SEC Documents, are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Preferred Stock purchased by and the Investor hereunder or to be issued in connection with the conversion of any debentures Placement Agent's Warrants are sometimes referred to hereinafter collectively as the "Securities." The Placement Agent May ▇▇▇▇▇ shall not be obligated to sell any SecuritiesSecurities and this Offering by May ▇▇▇▇▇ shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "“Investor”) (the “Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement Investment Agreement, dated the date hereof May 2, 2006 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor Investor, dated the date hereof May 2, 2006 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent Westrock to act as its exclusive placement agent in connection with the Standby Equity Distribution Line Purchase Agreement dated the date hereof hereof, (the "Standby Equity Distribution Line Purchase Agreement"), ) pursuant to which the Company shall issue and sell to the InvestorInvestor named therein, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount")) of the Company's Class A common stock, par value US$0.001 $.00001 per share (the "Common Stock"), at a price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line Purchase Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line Purchase Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line Purchase Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent Westrock shall not be obligated to sell any SecuritiesSecurities and this Offering by Westrock shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof October 1, 2003 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof October 1, 2003 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Six Million U.S. Dollars ($10,000,0006,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "Investor") (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Fifteen Million U.S. Dollars ($10,000,00015,000,000) (the "Commitment Amount") of the Company's common stock (the "Commitment Amount")stock, par value US$0.001 $0.004 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "Investor") (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment Amount"), par value US$$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the InvestorInvestor named therein, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Twenty Million U.S. Dollars ($10,000,000$ 20,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with First Union National Bank (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof November 28, 2005 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $0.0001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof November 28, 2005 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof November 20, 2003 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall may issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $0.01 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof November 20, 2003 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "“Investor”) (the “Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, par value US$$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $.005 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $0.01 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Wachovia, N.A. (the "Escrow ESCROW Agreement"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof as of June __, 2003 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $0.01 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof as of June __, 2003 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document (including all amendments and supplements) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof February 25, 2004 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Three Million U.S. Dollars ($10,000,0003,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$$0.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof February 25, 2004 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the of even date hereof herewith (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the "Commitment Amount"), par value US$0.001 $ 0.0001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement of even date herewith between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commissionlimited to, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the of even date hereof herewith (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $0.0001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with First Union National Bank (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Line of Credit Agreement dated the date hereof hereof, (the "Standby Equity Distribution AgreementEQUITY LINE OF CREDIT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Twenty-Five Million U.S. Dollars ($10,000,000US25,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 0.0001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Line of Credit Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those terms. the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof with Wachovia Bank, N.A. (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as -------- its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "Investor") (the "Standby Equity Distribution Agreement"), -------- ------------------------------------- pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten -------- Five Million U.S. Dollars ($10,000,0005,000,000) of the Company's common stock (the "Commitment Amount")) of the Company's ----------------- common stock, par value US$$0.001 per share (the "Common Stock"), at price per ------------ share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in ----------------------------- connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's ------------------ Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "Securities." The ---------- Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "“Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Twenty Million U.S. Dollars ($10,000,00020,000,000) of the Company's ’s common stock (the "“Commitment Amount"”), par value US$0.001 $0.00004 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Form 10-SB, Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "“Escrow Agreement"”), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and the Investor (the "“Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Million U.S. Dollars ($10,000,000) (the “Commitment Amount”) of the Company's ’s common stock (the "Commitment Amount")stock, no par value US$0.001 per share (the "“Common Stock"”), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, and the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's ’s Common Stock purchased by the Investor hereunder or to be issued in connection with under the conversion of any debentures are Standby Equity Distribution Agreement is sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof January 21, 2004 (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock Class A Voting Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $0.01 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof January 21, 2004 (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "“Standby Equity Distribution Agreement"”), pursuant to which the Company shall issue sell and sell deliver to the Investor, from time to time, and the Investor shall purchase from the Company (the "“Offering"”) up to Ten Five Million Five Hundred Thousand U.S. Dollars ($10,000,000US$5,500,000) of the Company's common stock ’s Ordinary Shares (the "“Commitment Amount"”), par nominal value US$0.001 NIS 0.5 per share (the "Common Stock"“Ordinary Shares “), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein in this letter (the “Letter”) and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock Ordinary Shares as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "“Registration Rights Agreement"”). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's ’s latest Quarterly Fiscal Report on Form 10-QSB 20F as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "“Escrow Agreement"”), are referred to sometimes hereinafter collectively as the "“Offering Materials." ” The Company's Common Stock ’s Ordinary Shares purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "“Securities." ” The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Investment Agreement dated the date hereof (the "Standby Equity Distribution AgreementINVESTMENT AGREEMENT"), ) pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock Common Stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $0.0017 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Investment Agreement. The Pursuant to the terms hereof, the Placement Agent shall render consulting services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising to the Company with respect to those termsthe Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the a Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Investment Agreement, and the Registration Rights Agreement, and any Prospectus or other disclosure document ( including all amendments and supplements ) utilized in connection with the Escrow Agreement dated the date hereof (the "Escrow Agreement"), Offering are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are is sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any SecuritiesSecurities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Ten Twelve Million U.S. Dollars ($10,000,00012,000,000) of the Company's common stock (the "Commitment Amount"), par value US$$0.001 per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities.

Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution AgreementSTANDBY EQUITY DISTRIBUTION AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OfferingOFFERING") up to Ten Fifteen Million U.S. Dollars ($10,000,00015,000,000) of the Company's common stock (the "Commitment AmountCOMMITMENT AMOUNT"), par value US$0.001 $.001 per share (the "Common StockCOMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement. The Placement Agent services shall consist of reviewing the terms of the Standby Equity Distribution Agreement and advising the Company with respect to those terms. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Standby Equity Distribution Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to the Company's latest Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB as filed with the United States Securities and Exchange Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow AgreementESCROW AGREEMENT"), are referred to sometimes hereinafter collectively as the "Offering MaterialsOFFERING MATERIALS." The Company's Common Stock purchased by the Investor hereunder or to be issued in connection with the conversion of any debentures are sometimes referred to hereinafter as the "SecuritiesSECURITIES." The Placement Agent shall not be obligated to sell any Securities.