Common use of Registered Obligation Clause in Contracts

Registered Obligation. This Note is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and the Note shall be registered as to both principal and any stated interest with the Borrower. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Borrower of this Note to the new holder or the issuance by the Borrower of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Borrower (or its agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).” 2. Laurus hereby agrees with the Company that it shall convert into shares of Common Stock as soon as practicable after the Amendment Effective Date (but in no event later than June 30, 2006), Three Hundred Thousand Dollars ($300,000) of aggregate principal amount of the Note. The principal so converted shall be applied to the next payments of principal otherwise due under the Term Note. 3. The Company understands that it has an affirmative obligation to make prompt public disclosure of material agreements and material amendments to such agreements. It is the Company’s determination that this Amendment is material. The Company agrees to file an 8-K within 2 days of the date hereof and in the form otherwise prescribed by the SEC. 4. The amendment set forth herein shall be effective as of the date first above written (the “Amendment Effective Date”) on the date when each of the Company and Laurus shall have executed and the Company shall have delivered to Laurus its respective counterpart to this Amendment. 5. Except as specifically set forth in this Amendment, there are no other amendments, modifications or waivers to the Loan Documents, and all of the other forms, terms and provisions of the Loan Documents remain in full force and effect. 6. The Company hereby represents and warrants to Laurus that (i) no Event of Default exists on the date hereof, after giving effect to this Amendment, (ii) on the date hereof all representations, warranties and covenants made by the Company in connection with the Loan Documents are true, correct and complete and (iii) on the date hereof all of the Company’s and its Subsidiaries’ covenant requirements have been met. 7. From and after the Amendment Effective Date, all references in the Loan Documents to the Securities Purchase Agreement shall be deemed to be references to the Securities Purchase Agreement as modified hereby. 8. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.

Registered Obligation. This Note is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and the Company (or its agent) shall register this Note (and thereafter shall be registered maintain such registration) as to both principal and any stated interest with the Borrowerinterest. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Borrower Company of this Note to the new holder or the issuance by the Borrower Company of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Borrower Company (or its agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).”" 2. Laurus hereby agrees with the Company that it shall convert into shares of Common Stock as soon as practicable after the Amendment Effective Date (but in Date, no event later less than June 30, 2006), Three One Hundred Sixty Thousand Dollars ($300,000160,000) of aggregate principal amount of the Note. The principal so converted shall be applied to the next payments of principal otherwise due under the Term Note. 3. The Company understands that it has an affirmative obligation to make prompt public disclosure of material agreements and material amendments to such agreements. It is the Company’s determination that this Amendment is material. The Company agrees to file an 8-K within 2 4 days of the date hereof and in the form otherwise prescribed by the SEC. 4. The amendment set forth herein shall be effective as of the date first above written (the “Amendment Effective Date”"AMENDMENT EFFECTIVE DATE") on the date when each of the Company and Laurus shall have executed and the Company shall have delivered to Laurus its respective counterpart to this Amendment. 5. Except as specifically set forth in this Amendment, there are no other amendments, modifications or waivers to the Loan Documents, and all of the other forms, terms and provisions of the Loan Documents remain in full force and effect. 6. The Company hereby represents and warrants to Laurus that (i) no Event of Default exists on the date hereof, after giving effect to this Amendment, (ii) on the date hereof all representations, warranties and covenants made by the Company in connection with the Loan Documents are true, correct and complete and (iii) on the date hereof all of the Company’s 's and its Subsidiaries’ ' covenant requirements have been met. 7. From and after the Amendment Effective Date, all references in the Loan Documents to the Securities Purchase Agreement Note shall be deemed to be references to the Securities Purchase Agreement Note as modified hereby. 8. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.