Common use of Subsequent Investment Clause in Contracts

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “Effective Date”), the Buyers shall purchase additional notes (the “Additional Notes”) in the aggregate principal amount of Four Hundred Thousand Dollars ($400,000), for an aggregate purchase price of Four Hundred Thousand Dollars ($400,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes shall be identical to the terms of the Notes to be issued on the Closing Date. The Common Stock underlying the Additional Notes shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement dated November 14, 2005 (the “Effective Date”), the Buyers shall purchase additional notes (the “Additional Notes”) in the aggregate principal amount of Four Hundred Thousand One Million Dollars ($400,000)1,000,000) and additional warrants (the “Additional Warrants”) to purchase an aggregate of 20,000,000 shares of Common Stock, for an aggregate purchase price of Four Hundred Thousand One Million Dollars ($400,0001,000,000), with the closing of such purchase to occur within five two (52) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “"Effective Date”"), the Buyers shall purchase additional notes debentures (the “"Additional Notes”Debentures") in the aggregate principal amount of Four Two Hundred Thousand Dollars ($400,000)200,000) and additional warrants (the "Additional Warrants") to purchase an aggregate of 600,000 shares of Common Stock, for an aggregate purchase price of Four Two Hundred Thousand Dollars ($400,000200,000), with the closing of such purchase to occur within five ten (510) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon --------------------- the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “"Effective Date”"), the Buyers shall purchase additional notes debentures (the “"Additional Notes”Debentures") in the aggregate principal amount of Four Three Hundred Thousand Dollars ($400,000)300,000) and additional warrants ("Additional Warrants") to purchase an aggregate of 300,000 shares of Common Stock, for an aggregate purchase price of Four Three Hundred Thousand Dollars ($400,000300,000), with the closing of such purchase to occur within five thirty (530) days of the Effective Date; provided, however, that the obligation of each Buyer to -------- ------- purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “"Effective Date”"), the Buyers shall purchase additional notes debentures (the “"Additional Notes”Debentures") in the aggregate principal amount of Four Two Hundred and Fifty Thousand Dollars ($400,000)250,000) and additional warrants (the "Additional Warrants") to purchase an aggregate of 2,500,000 shares of Common Stock, for an aggregate purchase price of Four Two Hundred and Fifty Thousand Dollars ($400,000), 250,000) with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon --------------------- the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “Effective Date”"EFFECTIVE DATE"), the Buyers shall purchase additional notes (the “Additional Notes”"ADDITIONAL NOTES") in the aggregate principal amount of Four Two Hundred Thousand Dollars ($400,000)200,000) and additional warrants (the "ADDITIONAL WARRANTS") to purchase an aggregate of 200,000 shares of Common Stock, for an aggregate purchase price of Four Two Hundred Thousand Dollars ($400,000200,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that -------- ------- the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material -------- ------- Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the ---------------------- declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “"Effective Date”"), the Buyers shall purchase additional notes debentures (the “"Additional Notes”Debentures") in the aggregate principal amount of Four Five Hundred Thousand Dollars ($400,000), 500,000) for an aggregate purchase price of Four Five Hundred Thousand Dollars ($400,000500,000), with the closing of such purchase to occur within five (5) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes ---- ------- Debentures is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, -------- further, that there shall not have been a Material Adverse Effect as of such effective datethe --- Effective Date. The terms of the Additional Notes Debentures shall be identical to the terms of the Notes Debentures to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.. m.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “Effective "Filing Date”"), the Buyers shall purchase additional notes debentures (the “"Additional Notes”Debentures") in the aggregate principal amount of Four Five Hundred Thousand Dollars ($400,000)500,000) and additional warrants (the "Additional Warrants") to purchase an aggregate of 500,000 shares of Common Stock, for an aggregate purchase price of Four Five Hundred Thousand Dollars ($400,000), 500,000) with the closing of such purchase to occur within five three (53) days of the Effective Filing Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “"Effective Date”"), the Buyers shall purchase additional notes debentures (the “"Additional Notes”Debentures") in the aggregate principal amount of Four Three Hundred Thousand Dollars ($400,000)300,000) and additional warrants (the "Additional Warrants") to purchase an aggregate of 900,000 shares of Common Stock, for an aggregate purchase price of Four Three Hundred Thousand Dollars ($400,000300,000), with the closing of such purchase to occur within five ten (510) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “"Effective Date”"), the Buyers shall purchase additional notes (( the “"Additional Notes”") in the aggregate principal amount of Four Three Hundred Thousand Dollars ($400,000)300,000) and additional warrants ( the "Additional Warrants") to purchase an aggregate of 300,000 shares of Common Stock, for an aggregate purchase price of Four Three Hundred Thousand Dollars ($400,000300,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree --------------------- that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “"Effective Date”"), the Buyers shall purchase additional notes debentures (the “"Additional Notes”Debentures") in the aggregate principal amount of Four Two Hundred Thousand Dollars ($400,000)200,000) and receive additional warrants ("Additional Warrants") to purchase (under terms identical to the Warrants) an aggregate of 100,000 shares of Common Stock, for an aggregate purchase price of Four Two Hundred Thousand Dollars ($400,000200,000), with the closing of such purchase to occur within five thirty (530) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes -------- ------- Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “Effective Date”"EFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the “Additional Notes”"ADDITIONAL DEBENTURES") in the aggregate principal amount of Four Two Hundred Fifty Thousand Dollars ($400,000)250,000) and additional warrants (the "ADDITIONAL WARRANTS") to purchase an aggregate of 750,000 shares of Common Stock, for an aggregate purchase price of Four Two Hundred Fifty Thousand Dollars ($400,000250,000), with the closing of such purchase to occur within five (5) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “Effective Date”), the Buyers shall purchase additional notes (the “Additional Notes”) in the aggregate principal amount of Four Hundred Thousand Dollars ($400,000)) and additional warrants (the “Additional Warrants”) to purchase an aggregate of 4,000,000 shares of Common Stock, for an aggregate purchase price of Four Hundred Thousand Dollars ($400,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree --------------------- that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “Effective Date”"EFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the “Additional Notes”"ADDITIONAL DEBENTURES") in the aggregate principal amount of Four Five Hundred Thousand Dollars ($400,000), 500,000) for an aggregate purchase price of Four Five Hundred Thousand Dollars ($400,000500,000), with the closing of such purchase to occur within five ten (510) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the -------- ------- Additional Notes Debentures is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as -------- ------- of such effective date. The terms of the Additional Notes Debentures shall be identical to the terms of the Notes Debentures to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Buyer will initially purchase notes in the aggregate principal amount of Six Hundred Thousand ($600,000) with the closing to occur upon execution of this Agreement. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the “Effective Date”"EFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the “Additional Notes”"ADDITIONAL DEBENTURES") in the aggregate principal amount of Four One Hundred Thousand Dollars ($400,000)100,000) and additional warrants ("ADDITIONAL WARRANTS") to purchase an aggregate of 200,000 shares of Common Stock, for an aggregate purchase price of Four One Hundred Thousand Dollars ($400,000100,000), with the closing of such purchase to occur within five thirty (530) days of the Effective Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.