Common use of The Closing Clause in Contracts

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Shares and the other transactions contemplated hereby (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")on December 3, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof 2013 or such later other prior date as may be agreed by all the parties Parties (the “Closing Date”). (b) At the Closing: (i) the Seller shall agree. The date deliver, or cause to be delivered, to the Purchaser: (A) the original stock certificates representing the Shares; (B) a duly executed share transfer form from the Seller in respect of the Closing is hereinafter referred to Shares in favor of the Purchaser or its nominee (as the "Closing Date."Purchaser may direct) in accordance with the articles of association of the Issuer; (C) written resolutions duly passed by the board of directors of the Issuer which approve the transfer of the Shares and vote in favor of (1) the updating of the register of members of the Issuer to reflect the Purchaser or its nominee as the sole holder of the Shares and (2) the issue of a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (D) a certified copy of the updated register of members of the Issuer reflecting the Purchaser or its nominee as the sole holder of the Shares; (E) a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (F) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) At the ClosingPurchaser shall deliver, the parties shall deliver or shall cause to be delivered delivered, to the following: Seller (A) a wire transfer of immediately available funds into an account designated by the Company shall deliver to each Purchaser: (1) Debentures registered Seller in the name amount of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and Purchase Price; and (B) each all such other documents and instruments, if any, that are mutually determined by such Seller and the Purchaser will deliver to be necessary to effectuate the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to transactions contemplated by this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iiic) Notwithstanding anything herein Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to the contrary, the Company shall not sell any Securities (as defined herein) pursuant take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to any Purchaser to which Montrose Investments Ltd. shall not be made at Closing have previously agreedbeen made.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Series B Stock and Note Conversion (a “Closing”, and the "first of such Closings, the “First Closing"”) shall will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, in Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the form of Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit CA hereto shall be amended to include such Subsequent Purchaser), (4) an executed Registration the Investor Rights Agreement, dated the date Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to each Investor a certificate representing the Company: number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (1a) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer of funds to an account designated in writing by the Company for such purposein writing, and (2b) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein surrender of the Bridge Notes to the contrary, the Company shall not sell any Securities (as defined herein) for cancellation pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedSection 1.3 or (c) a combination of the foregoing.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from an aggregate of 933,333 shares of Common Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,0007,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agreeon March 21, 2000. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures registered in a stock certificate representing the name number of such Purchaser in the aggregate principal amount Shares indicated below such Purchaser's name on the signature page to of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and conditions at the exercise price set forth therein (collectivelyeach, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (34) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPTrinen, outside counsel to the Company, substantially in the form of Exhibit C, and (45) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B D (the "Registration Rights Agreement"), and (5) the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each Purchaser will shall deliver to the Company: Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company for such purposeCompany, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject The Company agrees to sell to each Purchaser and, subject to the terms and conditions set forth hereof and in this Agreement, reliance upon the representations and warranties of the Company shall issue and sell contained herein or made pursuant hereto, each Purchaser agrees to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company Company, the Debentures number of Preferred Shares and Warrants set forth opposite such Purchaser's name on Schedule A hereto for an the aggregate purchase price of $20,000,000set forth opposite such Purchaser's name on Schedule A hereto (the "Purchase Price"). No further payment shall be required from the Purchasers for the Preferred Shares and the Warrants. (b) The closing of the purchase and sale of the Debentures Preferred Shares and the Warrants to be purchased by the Purchasers (the "Closing") shall will take place at the offices of Morg▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇ock▇▇▇ ▇▇▇▇▇▇▇▇▇"), 101 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 10:00 A.M., immediately following the execution hereof New York City time, on October 4, 1996 or such later other time and date as shall be mutually agreed to by the parties shall agreeCompany and the Purchasers. The Such time and date of the Closing is hereinafter are herein referred to as the "Closing Date"." (iic) At the Closing, Closing (i) the parties shall Company will deliver or shall cause to be delivered the following: each Purchaser (A) the Company shall deliver to each Purchaser: (1) Debentures a certificate registered in the such Purchaser's name of (or in any such other name as such Purchaser in may request) evidencing the aggregate principal amount indicated below number of Preferred Shares set forth opposite such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), Schedule A hereto and (B) a certificate registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the number of Warrants set forth opposite such Purchaser's name on Schedule A hereto, and (ii) upon each Purchaser's receipt thereof, each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in Company by wire transfer of federal or other immediately available funds by wire transfer an aggregate amount equal to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementits respective Purchase Price. (iiid) Notwithstanding anything herein The Preferred Shares and the Warrants are being sold to the contrary, the Company shall not sell any Securities (as defined herein) Purchasers pursuant to this Purchase Agreement. The sale of Preferred Shares and Warrants to each Purchaser under the Purchase Agreement to is a separate sale. No Purchaser is an indispensable party or must otherwise be joined in any Purchaser to which Montrose Investments Ltd. shall not have previously agreedaction by any and/or all of the Purchasers seeking enforcement against the Company of any covenants or obligations hereunder.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing consummation of the purchase and sale of the Debentures transactions contemplated hereby (the "Closing") shall take place occur at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇, counsel to the Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇at 9:00 a.m. local time on the date the conditions to the Closing set forth in Sections 5(c), immediately following the execution hereof (d) and (e) are satisfied or waived or such later other time and date as may be agreed by the parties shall agree. The date of the Closing is hereinafter referred to as (the "Closing Date")." (iib) At the Closing, each of the parties Investors shall direct in writing the Property Trustee, as its agent, to (i) instruct The Depository Trust Company ("DTC") to reduce the amount of outstanding Preferred Securities electronically registered with DTC by the amount of the Exchanged Preferred (the "DTC Reduction"), and to modify the terms of the Remaining Preferred Securities registered electronically with DTC to reflect the terms of the Revised Certificate representing the Remaining Preferred Securities issued pursuant to Section 3(b) hereof; and (ii) surrender to the Trust the certificates representing the Exchanged Preferred, on behalf of each such Investor, duly endorsed or assigned in blank; and each Investor shall deliver or shall cause to the Property Trustee an assignment of its PIK Distribution; and immediately thereafter, the Property Trustee will (and will be delivered directed by the following: (AInvestors to) surrender the Exchanged Debentures and assign the PIK Interest, on behalf of the Trust and each Investor, to the Company; and upon receipt by the Company of such Exchanged Debentures and the PIK Interest, the Company shall deliver authorize its transfer agent to issue to each Purchaser: Investor one or more stock certificates (1the "Stock Certificates") Debentures registered in the name of such Purchaser in Investor or its custodial designee representing the aggregate principal amount indicated below number of shares of Common Stock to be issued to such PurchaserInvestor upon consummation of the Preferred Securities Exchange and the PIK Exchange with fractional shares from each of the Preferred Securities Exchange and the PIK Exchange combined and rounded to the nearest whole share (as set forth opposite such Investor's name on Schedule A). Immediately following the signature page consummation of the Preferred Securities Exchange and the PIK Exchange, the Trust and the Company, as the case may be, will issue the Revised Certificate as contemplated by Section 3(b) hereof. (c) The respective obligations of the Company, the Trust and the Investors to this Agreement, complete the transaction contemplated hereby at the Closing shall be subject to the satisfaction of the following conditions: (2i) a Common Stock purchase warrant, the consummation of the Exchange and the execution of the Amendments shall be approved and duly authorized by the Company's Board of Directors (the "Board"); (ii) the concurrent consummation of the amendment of the Credit Facility in accordance with the Twelfth Amendment to the Fourth Amended and Restated Credit Facilities Agreement substantially in the form attached hereto as Exhibit D (the "Amended Loan Agreement"); (iii) the concurrent consummation of Exhibit D, registered in the name sale and purchase of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock pursuant to the Share Purchase Agreement substantially in the form attached hereto as Exhibit E (the "Share Purchase Agreement"); and (iv) the issuance of the TIDES Equity shall have been approved by the requisite vote of the Company's stockholders entitled to vote thereon. (d) The Company's and the Trust's obligation to complete the Exchange and to execute the Amendments at the Closing shall be subject to the satisfaction of the following conditions, upon any one or more of which may be waived in writing by the terms Company and conditions the Trust: (i) receipt by the Trust of the certificate(s) representing the Exchanged Preferred and evidence of the DTC Reduction and the receipt by the Company of the Exchanged Debentures; (ii) receipt by the Trust of any instrument of assignment that may be necessary to assign and transfer the PIK Distribution to the Trust and the PIK Interest to the Company; (iii) the accuracy in all material respects of the representations and warranties made by the Investors herein as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the fulfillment in all material respects of those undertakings of the Investors herein to be fulfilled on or before the Closing; (iv) As contemplated by Section 5(b), the Investors shall have delivered to the Property Trustee the letter or other written instrument instructing DTC to take the requisite actions to effect the transactions contemplated hereby, substantially in the form attached hereto as Exhibit F; (v) the Investors shall have taken all actions reasonably necessary to effect the execution of the Amendments; and (vi) Completion and delivery by the Investors to the Company of the questionnaires referred to in Section 7(e) below. (e) The Investors' obligations to complete the Exchange and to direct the Trustees to execute the Amendments shall be subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by an Investor with respect to such Investor's obligation: (i) the representations and warranties made by the Company and the Trust in this Agreement shall be accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the undertakings of the Company and the Trustees hereby shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Investors a certificate executed by the President and the Chief Financial or Accounting Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Investors, to the effect that the representations and warranties of the Company and the Trust set forth therein in Section 6 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (collectively, except for representations and warranties that speak as of a specific date) and that the "Warrants"), Company and the Trust have each complied in all material respects with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; (3iii) the Debenture Trustee shall have obtained an opinion of tax counsel to the effect that for United States federal income tax purposes the Trust will not be classified as other than a grantor trust on account of the execution of the First Supplemental Indenture to the Indenture in substantially the form attached hereto as Exhibit G; (iv) the Company shall have delivered to the Investors (A) a legal opinion of its General Counsel in substantially the form attached hereto as Exhibit H; (B) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & in substantially the form attached hereto as Exhibit I; and (C) a legal opinion of Morris, Nichols, Arsht and ▇▇▇▇▇▇▇ LLP▇, outside as special Delaware counsel to the CompanyTrust, in substantially the form of attached hereto as Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement.J; (iiiv) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities have, prior to the Closing, filed with the Nasdaq National Market a Nasdaq Notification for the Listing of Additional Shares covering the shares of TIDES Equity; (as defined hereinvi) the Company shall have tendered delivery of the shares of TIDES Equity being issued to the Investors pursuant to this Agreement Agreement, including without limitation, by having delivered an irrevocable letter (in form and substance satisfactory to any Purchaser the Investors and their counsel) to its transfer agent directing the transfer agent to deliver such shares of TIDES Equity to the Investors at Closing; and (vii) the Company shall have paid the reasonable fees and disbursements of special counsel for the Investors referred to in Section 8(f) to the extent reflected in a statement of such counsel rendered to the Company at the Closing, a good faith estimate of which Montrose Investments Ltd. statement shall not have previously agreedbe rendered to the Company at least two business days before the Closing Date.

The Closing. (a) The Closing will take place at a time and on and as of the date of this Agreement (the "Closing Date"). The Closing will be held by telephone, at which time the documents and instruments necessary or appropriate to effect the transactions contemplated herein to occur at the Closing will be exchanged by E-mail or facsimile transmission, with original counterparts to follow by next business day courier delivery. Except as otherwise provided herein all actions taken at the Closing will be deemed to be taken simultaneously. (b) At the Closing, Seller shall deliver or cause to be delivered to the Purchasers stock certificates for the Purchased Shares, endorsed in blank and bearing medallion signature guarantees, and an assignment of the Related Party Loans. Promptly after the Closing, the stock certificates delivered to the Purchasers at the Closing will be presented to the transfer agent for the Company's Common Stock for registration of transfer into the names of the Purchasers and for the respective numbers of Purchased Shares indicated on Annex 1.1(b)(1) hereto. Each stock certificate received at the Closing by the Purchasers and each stock certificate received upon the registration of transfer thereof shall bear the legends (the "Legends") set forth in Annex 1.1(b)(2) hereto. (c) Attached hereto as Annex 1.1(c) is a copy of the registration agreement to which the Purchased Shares are subject. (d) At or prior to the Closing, the Purchasers shall wire transfer immediately available funds in the aggregate amount of Two Hundred Eighty Three Thousand Four Hundred Thirty Dollars ($283,430) to Seller. Of this amount, Two Hundred Fifty Four Thousand Five Hundred Seventeen and 30/100 Dollars ($254,517.30) represents the purchase price of the Purchased Shares (at Thirty Cents ($.30) per share) and Twenty Eight Thousand Nine Hundred Twelve and 70/100 Dollars ($28,912.70) represents advances to the Company on behalf of the Purchasers to pay certain liabilities of the Company agreed to be paid by the Purchasers. At the Closing, the Company will deliver a Convertible Promissory Note in the form of Annex 1(d) hereto to evidence such advance. (e) At the Closing, Seller shall cause the director of the Company: (i) Subject to the terms and conditions set forth in this Agreement, acknowledge that the Company shall issue does not have any liability to him after the Closing; (ii) to agree to remain director and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from officer of the Company until ten (10) days after the Debentures for an aggregate purchase price of $20,000,000. The closing of Company files with the purchase Commission and sale of the Debentures mails to its shareholders a Schedule 14F-1 (the "ClosingSchedule 14F-1") shall take place pursuant to Rule 14f-1 promulgated by the Commission under the Securities Exchange Act of 1934 (the "Exchange Act") and to resign as director of the Company at the offices end of such ten-day period; (iii) to appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to the Board of Directors of the Company; and (iv) to vote in favor of electing ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇as President, Chief Executive Officer and Chief Financial Officer and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to as Secretary of the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing completion of the purchase and sale of the Debentures Shares (the "“Closing") ”), shall take place occur at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following ▇ on a date (the execution hereof or such later date as “Closing Date”) concurrent with the parties shall agree. The date closing of the Closing is hereinafter referred to as Acquisition, provided that the "Company shall have given the Purchaser five (5) Business Days prior notice of such designated Closing Date." (ii) . At the Closing, the parties Escrow Agent, on behalf of the Purchaser, shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrantdeliver, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectivelyimmediately available funds, the "Warrants"), (3) the legal opinion full amount of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on for the signature page to this Agreement in United States dollars in immediately available funds Shares being purchased hereunder by wire transfer to an account designated in writing by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth on the signature page hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 promulgated thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration Statement (as defined below) becomes effective; it being understood that Company’s counsel and its transfer agent may request customary representations from the holder in order to effect the same. The name(s) in which the stock certificate(s) are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds from the Escrow Agent in the full amount of the purchase price of the Shares being purchased hereunder; (b) the accuracy of the representations and warranties made by the Purchasers as of the Closing Date; and (c) the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) each of the representations and warranties of the Company made herein shall be accurate as of the date of this Agreement; (b) the delivery to the Purchaser by each of the U.S. and Spanish counsels to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Agents; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein were true and correct as of the Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such purposeClosing Date; (d) each of the Company, the Purchaser and the Escrow Agent shall have executed that certain Escrow Agreement in substantially the form attached hereto as Exhibit B and (e) the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company pursuant to the respective Agreements to which they are parties. The Company’s and the Purchaser’s obligations hereunder are conditioned on (a) (i) shareholder approval of the issuance and sale of the Shares, and (2ii) an executed Registration Rights Agreement. the valid waiver of the shareholders’ preemptive right to subscribe for the Shares in accordance with the provisions of the Spanish “Ley de Sociedades Anonimas — Real Decreto 1564/1989 (iiithe “Spanish Corporation Law”) Notwithstanding anything herein to the contrary(clauses (i) and (ii) together, the Company shall not sell any Securities “Shareholder Approval”), and (as defined hereinb) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedthe closing of the Acquisition.

The Closing. (i) The Initial Closing. Subject to the terms and conditions set forth in ------------------- this Agreement, the Company shall issue and sell to the Purchasers Purchaser and the Purchasers shall, severally, and not jointly, Purchaser shall purchase from the Company (a) for a purchase price of two million dollars ($2,000,000) (i) the Debentures two million dollars ($2,000,000) principal amount of the Company's 5% convertible debentures (the "Initial Debentures"), ------------------ and (ii) Warrants to purchase two hundred thirty one thousand eight hundred eighty four (231,884) shares of Common Stock of the Company (the "Initial ------- Warrants") and (b) for a purchase price of one hundred dollars ($100) a -------- conditional warrant, by and between the Company and the Purchaser, in the form of Exhibit C attached hereto (the "Conditional Warrant"), to purchase (i) --------- ------------------- additional convertible debentures in four (4) tranches up to an additional aggregate principal amount of eight million dollars ($8,000,000), which shall be issued in substantially the form of Exhibit A attached hereto (the "Additional --------- ---------- Debentures") and (ii) additional warrants to purchase shares of Common Stock, ---------- which shall be issued in substantially the form of Exhibit B attached hereto --------- (the "Additional Warrants") all for an aggregate purchase price of two million ------------------- one hundred dollars ($20,000,0002,000,100) (the "Initial Purchase Price"). The closing of ---------------------- the initial purchase and sale of the Debentures Initial Debentures, Initial Warrants and Conditional Warrant (the "Initial Closing") shall take place at the offices of --------------- ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇PCS&F"), ▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇----- 10022, immediately following the execution hereof or such later date as the parties shall agree. The date of the Initial Closing is hereinafter referred to as the "Initial Closing Date."" The closing for the purchase and sale of the --------------------- Additional Debentures and Additional Warrants shall occur in four (4) tranches of two million dollars ($2,000,000) each and the closing date(s) for the purchase and sale of the Additional Debentures and Additional Warrants shall be as set forth in the Conditional Warrant. (ii) At On the ClosingInitial Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: the Purchaser (1) Initial Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, of two million dollars (2) a Common Stock purchase warrant, in the form of Exhibit D$2,000,000), registered in the name of such the Purchaser in the form of Exhibit A --------- hereto, (2) the Initial Warrant, registered in the name of the Purchaser, pursuant to which such the Purchaser shall have the right to acquire two hundred thirty one thousand eight hundred eighty four (231,884) shares of Common Stock, upon Stock in the terms and conditions set forth therein (collectively, the "Warrants")form of Exhibit B hereto, (3) the Conditional Warrant, (4) the legal --------- opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇, Forward, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Scripps LLP outside counsel to the Company, in the form of Exhibit CD, (45) an executed Registration Rights Agreement, dated --------- the date hereof, among by and between the Company and the PurchasersPurchaser, in the form of Exhibit B E (the "Registration Rights Agreement"), and (56) the Transfer Agent --------- ----------------------------- Instructions, in the form of Exhibit EF, delivered to and acknowledged by the --------- Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each the --------------------------- Purchaser will shall deliver to the Company: Company (1) subject to Section 4.1, the purchase price indicated below such Purchaser's name on the signature page to this Agreement Initial Purchase Price in United States dollars in immediately currently available funds by wire transfer to an account designated in writing by the Company for such purposefunds, and (2) an executed the Conditional Warrant and Registration Rights AgreementAgreement executed on behalf of the Purchaser. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in ----------- this Agreement, Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures an aggregate of 350 shares of Preferred Stock ("Shares") and certain Common Stock purchase warrants as ------ described below in this Section for an aggregate purchase price of $20,000,0003,220,000. The closing of the purchase and sale of the Debentures such securities (the "Closing") shall ------- take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ------------------- immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing ------- Date."" ---- (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures to each Purchaser (i) an executed Escrow Agreement, in the form of Exhibit C (the "Escrow Agreement"), --------- ---------------- (ii) a stock certificate registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the quotient obtained by dividing the aggregate principal amount stated value indicated below such Purchaser's name on the signature page to this AgreementAgreement by 10,000, (2iii) a Common Stock purchase warrant, in the form of Exhibit DB, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right to acquire the number of shares of Common StockStock indicated below such Purchaser's name on the signature page to this Agreement (each, upon the terms and conditions set forth therein (a "Warrant" and, collectively, the "Warrants"), and (3iv) the legal ------- -------- opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dodge LLP, outside counsel to the Company, Company in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement")mutually agreed form, and (52) Transfer to the Escrow Agent Instructionsunder the Escrow Agreement, (i) an Executed Escrow Agreement, and (ii) to hold and disburse in accordance with the form terms of Exhibit Ethe Escrow Agreement, delivered stock certificates representing 2,142,395 shares of Common Stock for issuance to and acknowledged by the Company's transfer agent (Purchasers upon conversion of the "Transfer Agent Instructions"), Shares; and (B) each Purchaser will shall deliver to the Company: Company (1i) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, purpose and (2ii) an a executed Registration Rights Escrow Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the sale to, and purchase and sale by, the Purchaser of the Debentures Sellers' Shares (the "Closing") shall take place occur at the offices of Sullivan & Cromwell LLP, 1 New Fetter Lane, London EC4A 1AN Englan▇ (▇) ▇▇ or ▇▇▇▇▇▇ March ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ (▇▇) ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date other time and place as the parties shall Sellers and the Purchaser may mutually agree. The date of on which the Closing occurs is hereinafter referred to as the "Closing Date." (ii) . At the Closing, each Seller shall deliver to the Purchaser the documents referred to in Sections 4.1 and 6.1 hereof. At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company Purchaser shall deliver to each Purchaser: Seller the other documents referred to in Sections 5.1 and 6.1 hereof. On or prior to Closing, the Purchaser shall supply the name of its nominee(s) and the number of shares and share certificates to be issued to the Purchaser or its nominee(s), which shall be delivered to the Purchaser at the address set forth in Section 10. Within 4 business days after the Closing, each Seller shall deliver the Seller's Shares to be transferred to the Purchaser pursuant to Section 1.1 above to Astralis's then transfer agent, together with any other necessary documents (1as required under Section 1.3) Debentures and shall instruct the transfer agent to deliver to the Purchaser one or more certificates evidencing the Sellers' Shares duly registered in the name of the Purchaser or its nominee(s). Each Seller shall provide copies of the documents submitted to Astralis's transfer agent within 2 business days following such Purchaser in submission. Within 5 business days of receipt of the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, Sellers' Shares duly registered in the name of such Purchaserthe Purchaser or its nominee(s), the Purchaser shall allot the SkyePharma Shares to be issued to each Seller pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms Section 1.2 above and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement each Seller one certificate in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementrespect thereof. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to closing (the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing "Closing") of the purchase and sale of the Debentures (the "Closing") shall Notes and Warrants will take place at the offices of War▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇Asc▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or .C. at such later time and date as shall be mutually agreed to by the parties shall agreeCompany and the Purchasers. The date of the Closing is hereinafter Such times and dates are herein referred to as the "Closing Dates" and individually as a "Closing Date." (iib) At the Closing, the parties shall deliver or shall cause Subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein hereof, on each Closing Date (collectively, the "Warrants"), (3i) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPCompany will deliver to each Purchaser (A) a Note or Notes, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, substantially in the form of Exhibit B hereto, payable to such Purchaser (or its nominee as notified to the "Registration Rights Agreement"Company), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and (5B) Transfer Agent Instructions, a Warrant or Warrants evidenced by certificates substantially in the form of Exhibit EC hereto and dated the Closing Date, delivered to and acknowledged by for the number of shares of the Company's transfer agent (the "Transfer Agent Instructions")Common Stock set forth opposite such Purchaser's name on Exhibit A, and (Bii) each upon such Purchaser's receipt thereof, such Purchaser will deliver to the Company: (1) Company by wire transfer an amount equal to the purchase price indicated below for such Purchaser's name on Notes and Warrants (as specified in Section 1(a) hereof) payable to the signature page to this Agreement in United States dollars order of the Company in immediately available funds funds. (c) As an alternative to Section 2(b), upon receipt of a Purchaser's signed copy of this Agreement, the Company will sign the Agreement, the Note and the Warrants and will instruct the Agent to communicate to the Purchaser that such documents have been signed and the Agent has obtained a perfected interest in the Collateral. Thereafter, upon the Company's receipt by wire transfer of the purchase price for the Note and Warrants, the Company will deliver the signed Agreement, Note and Warrants to the Purchaser. (d) The Purchasers acknowledge that the Notes and the Warrants constitute an account designated in writing investment unit" within the meaning of Section 1273(c)(2) of the Code and that the Company will allocate the "issue price" (within the meaning of Section 1273(b) of the Code) of such investment unit, for all Income Tax purposes, between the Notes and Warrants as follows: (i) the price at which each of the Warrants were sold by the Company for such purpose, is $0.06 per Warrant and (2ii) an executed Registration Rights Agreementthe price at which each $1 in principal of the Notes were sold is $1 less the multiple of $0.06 and the number of Shares set forth on Exhibit A for each Purchaser. Each Purchaser agrees to abide by 3 Treasury Regulation Section 1. 1273-2(h)(2) with respect to such allocation of the issue price. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures transactions contemplated hereby (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Blau, Kramer, Wactlar & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ Lieberman, P.C., 100 Jericho ▇▇▇▇▇▇▇▇▇")e, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇Jeric▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇ ▇.m. or such other place and time as the parties may agree (the "Closing Date"). At the Closing, the Purchaser will purchase the Acquired Assets and assume the Assumed Liabilities and Seller will sell the Acquired Assets in consideration for the payment by Purchaser of two hundred-fifty thousand ($250,000) dollars in the amounts set forth below and the undertakings of the Purchaser hereunder (the "Purchase Price"): (a) $200,000 in cash; (b) $50,000 of common stock, par value $.01 per share of Purchaser ("Common Stock"), valued based on an average of the closing price of such Common Stock on the NASDAQ Small Cap Market on the ten (10) days ending three (3) business days prior to the Closing Date hereof. In addition, pursuant to the employment agreement between Purchaser and Jeffrey Bowe, Purchaser sha▇▇ ▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPtions to purchase 50,000 shares of Common Stock of Purchaser having a term of five (5) years, outside counsel an exercise price equal to the Company, in average of the form closing price of Exhibit C, such Common Stock on the NASDAQ Small Cap Market on the ten (410) an executed Registration Rights Agreement, dated days ending three (3) business days prior to the date hereof, among the Company and the Purchasers, in the form of Exhibit B Closing Date hereof (the "Registration Rights AgreementOptions")) and otherwise subject to the terms and conditions of Purchaser's 1995 Incentive Stock Option Plan. At the Closing, and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will Seller shall deliver to Purchaser the Company: (1) Bill of Sale and Assignment a▇▇ ▇urchaser shall deliver the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contraryPurchase Price, the Company Options and the Instrument of Assumption and the parties shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedmake the other deliveries required by Article 6 hereof.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from 600 shares of Preferred Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,0006,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Robinson Silverman Pearce Aronsohn & ▇▇▇▇▇▇ Berman LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Robinson Silverman"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇e▇▇▇▇▇, ▇ew ▇▇▇▇, New Yor▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ly f▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, immediately following the execution hereof or such later date as the ▇▇▇ ▇▇ ▇he parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At On the ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures stock certificates, registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire shares of Common Stock, upon the terms and conditions set forth therein Stock (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ Lehman & ▇▇▇▇▇▇▇ Eilen LLP, outside counsel to the Company, Company in the form of Exhibit C, ▇▇▇ (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in of this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Company Common Stock to the Purchaser (the "“Closing"”) shall take place as soon as practicable, and in any event no later than three Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII hereof, unless extended by mutual agreement of the parties. The Closing shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ellenoff ▇▇▇▇▇▇▇▇ & ▇▇▇Schole LLP, ▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such later date other location as the parties shall hereto may agree. The date of the Closing is hereinafter referred to as the "Closing Date." (iib) At the Closing, the parties : (i) Purchaser shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in Purchase Price less the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel Escrow Amount to the CompanyPaying Agent, in the form by wire transfer of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions")immediately available funds, and (B) each Purchaser will deliver the Escrow Amount to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds Escrow Agent, by wire transfer to an account designated in writing by of immediately available funds; (ii) Escrow Agent, Purchaser and Sellers’ Representative shall execute and deliver the Company for such purpose, and (2) an executed Registration Rights Escrow Agreement.; (iii) Notwithstanding anything herein Sellers shall deliver to Purchaser the stock certificates representing the Company Common Stock, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers); (iv) Sellers’ Representative shall deliver to Purchaser an Option Surrender Agreement executed by each Exchange Optionholder. (v) Those individuals listed on Section 2.5(b)(v) of the Disclosure Schedule shall submit their resignations as directors and officers of Company and its Subsidiaries, effective as of immediately prior to the contraryClosing; (vi) Sellers’ Representative shall deliver to Purchaser a good standing certificate regarding Company from the office of the Secretary of State of Delaware dated no more than five business days prior to the date of Closing; (vii) Sellers’ Representative shall deliver to Purchaser a good standing certificate regarding each Company Subsidiary from the office of the Secretary of State of the State of its organization dated no more than five business days prior to the date of Closing; (viii) Purchaser shall deliver a recent good standing certificate regarding Purchaser from the office of the Secretary of State of Delaware dated no more than five business days prior to the date of Closing; (ix) Purchaser shall deliver a certificate enclosing a copy of the charter and by-laws of Purchaser, copies of requisite resolutions or authority of Purchaser’s board of directors, board of managers, shareholders or members, as applicable, approving the transactions contemplated by this Agreement, and a certification as to incumbency of the signatories of Purchaser executing and delivering this Agreement and the documents contemplated hereby; (x) Sellers shall deliver certified copies of the resolutions terminating the Company 401(k) Plan and any amendments or other documentation required by Section 7.5(b); (xi) Sellers shall not sell any Securities deliver the certificates required by Sections 8.2(a) and (as defined hereinb); and (xii) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreeddeliver the certificates required by Sections 8.3(a) and (b).

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to closing (the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing "Closing") of the purchase and sale of the Debentures (the "Closing") shall Perpetual Preferred Shares will take place at the offices of Conyers Dill & Pearman, Clarendon House, Church Street, Hamilton, Berm▇▇▇, ▇▇ ▇▇ ▇uch ▇▇▇▇▇ place as the Company and Purchasers shall mutually agree, at 10:00 A.M., Bermuda time, on the fifth Business Day following the execution of this Agreement (the date and time of the Closing are herein referred to as the "Closing Date"). (b) Subject to the terms and conditions hereof, on the Closing Date (i) the Company will deliver to the Purchasers the Perpetual Preferred Shares by delivering to each Purchaser a certificate, registered in the name of such Purchaser (or its designee, if any such designee is specified on Exhibit A) and reflecting the number of Perpetual Preferred Shares purchased by such Purchaser and (ii) each Purchaser will deliver to the Company, by wire transfer to an account designated by the Company, an amount equal to the Purchase Price for such Perpetual Preferred Shares in federal or other immediately available funds. At the Closing, there shall be delivered to the placement agents' counsel in New York, Simpson Thacher & Bartlett LLP, the certificates and other agreements, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ins▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered under Article VII hereof. (c) The holders of the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel Perpetual Preferred Shares will be entitled to the Companybenefits of a registration rights agreement, in the form of Exhibit Cto be dated October 5, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B 2005 (the "Registration Rights Agreement"), among the Company and (5) Transfer Agent Instructionsthe Purchasers, substantially in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver C hereto. Pursuant to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to , as promptly as practicable following the contraryspecial Shareholders' meeting but in no event later than April 1, 2006, the Company shall register with the SEC the resale of the Perpetual Preferred Shares, if the Exchange Conditions Precedent are not sell any Securities satisfied, or (as defined hereinapplicable) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedthe Common Shares if the Exchange Conditions Precedent are satisfied.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Shares and the other transactions contemplated hereby (the "“Closing"”) shall take place at thirty (30) calendar days after the offices date of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")this Agreement, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later other prior date as may be agreed by all the parties Parties (the “Closing Date”). (b) At the Closing: (i) the Seller shall agree. The date deliver, or cause to be delivered, to the Purchaser: (A) the original stock certificates representing the Shares; (B) a duly executed share transfer form from the Seller in respect of the Closing is hereinafter referred to Shares in favor of the Purchaser or its nominee (as the "Closing Date."Purchaser may direct) in accordance with the articles of association of the Issuer; (C) written resolutions duly passed by the board of directors of the Issuer which approve the transfer of the Shares and vote in favor of (1) the updating of the register of members of the Issuer to reflect the Purchaser or its nominee as the sole holder of the Shares and (2) the issue of a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (D) a certified copy of the updated register of members of the Issuer reflecting the Purchaser or its nominee as the sole holder of the Shares; (E) a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (F) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) At the ClosingPurchaser shall deliver, the parties shall deliver or shall cause to be delivered delivered, to the following: Seller (A) a wire transfer of immediately available funds into an account designated by the Company shall deliver to each Purchaser: (1) Debentures registered Seller in the name amount of such the Purchase Price (minus any amount that the Purchaser in has paid the aggregate principal amount indicated below such Purchaser's name on Seller prior to the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, Closing Date pursuant to which such Purchaser shall have the right to acquire shares second sentence of Common StockSection 1.1, upon the terms and conditions set forth therein (collectivelyi.e., the "Warrants"a total of US$90,000,000), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and ; and (B) each all such other documents and instruments, if any, that are mutually determined by such Seller and the Purchaser will deliver to be necessary to effectuate the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to transactions contemplated by this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iiic) Notwithstanding anything herein Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to the contrary, the Company shall not sell any Securities (as defined herein) pursuant take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to any Purchaser to which Montrose Investments Ltd. shall not be made at Closing have previously agreedbeen made.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures and the Warrants (the "ClosingCLOSING") in the Issuance, shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇Kleinberg, Kaplan, Wolf▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ohe▇, ▇▇▇ ▇▇▇▇.C. ("PURCHASER'S COUNSEL") or at such other place as is mutually agreeable, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇at 10:00 am., immediately following local time on the execution later of the following: (x) the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to the Closing shall be fulfilled or waived in accordance herewith, or (y) such later other time and place and/or on such other date as the parties shall Purchaser and the Company may agree. The date of on which the Closing occurs is hereinafter referred to herein as the "Closing DateCLOSING DATE"." (ii) At On the ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each the Purchaser (x) certificates (with the number of and outstanding principal amount of such certificates requested by such Purchaser: (1) representing the Debentures purchased hereunder by such Purchaser at the Closing registered in the name of such Purchaser in or its nominee and (y) the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, Warrants registered in the name of Purchaser or its nominee in such denominations as reasonably requested by such Purchaser, pursuant to which and such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) Company the purchase price indicated below Purchase Price for the Debentures purchased by such Purchaser's name on the signature page to this Agreement in United States dollars Purchaser hereunder by wire transfer in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein Company. The delivery of payment by the Purchaser of the Purchase Price applicable to it as set forth in this paragraph shall constitute a payment delivered to the contraryCompany in satisfaction of such Purchaser's obligation to pay the Purchase Price hereunder. In addition, the Company each party shall not sell any Securities (as defined herein) deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedthe applicable Closing.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers Purchaser and the Purchasers shall, severally, and not jointly, Purchaser shall purchase from 1,000 shares of Preferred Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,00010,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (the "▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Escrow Agent"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At Prior to the Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of Exhibit E (the "Escrow Agreement"), including the following: (A) the Company shall deliver to each Purchaser: (1) Debentures stock certificates representing the Shares, registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such the Purchaser, pursuant to which such the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 250,000 shares of Common Stock, upon the terms and conditions set forth therein Stock at an exercise price per share (collectively, subject to adjustment as provided therein) of $[ ] (the "WarrantsWarrant"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ Hardy & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, substantially in the form of Exhibit C, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among between the Company and the PurchasersPurchaser, in the form of Exhibit B (------------- 1 120% of the "Registration Rights Agreement"), and average of the Per Share Market Values for the five (5) Transfer Agent Instructions, in Trading Days immediately preceding the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights AgreementOriginal Issue Date. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures transactions contemplated by ----------- this Agreement (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ & ------- ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof on July 1, 1999, or at such later other place or on such other date as the parties shall agree. The date may be mutually agreeable to each of the Closing is hereinafter referred to as Parties (the "Closing Date."); provided that in any event, if the Purchaser's ------------ -------- senior lenders require that the Closing take place at the offices of their attorneys, the Parties agree that the Closing shall take place at such offices. Subject to the conditions set forth in this Agreement, at the Closing: (iia) At the Current Owners shall cause the Sellers to, and the Sellers shall, convey to the Purchaser good and marketable title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Liens), and deliver to the Purchaser warranty deeds, bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Acquired Assets, in form and substance satisfactory to the Purchaser; (b) the Purchaser shall deliver to the Sellers such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities, in form and substance satisfactory to the Sellers; (c) the Purchaser shall deliver to the Sellers the Cash Purchase Price by wire transfer of immediately available funds and shall deliver to the Sellers such documents as are necessary to establish the Sellers' ownership of the Class B Preferred Units; (d) the Sellers shall deliver to Purchaser all appropriate payoff letters (in form and substance satisfactory to the Purchaser) from holders of any Indebtedness of the Sellers as are requested by the Purchaser and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing; and (e) the Sellers and the Purchaser, the parties as applicable, shall deliver or shall cause the opinions, certificates and other documents and instruments required to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name by or on behalf of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date Party under Article 2 hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.. ---------

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers Purchaser and the Purchasers shall, severally, and not jointly, Purchaser shall purchase from 1,000 shares of Preferred Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,00010,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of R▇▇▇▇▇▇▇ S▇▇▇▇▇▇▇▇ ▇▇▇▇P▇▇▇▇▇ ▇▇▇▇▇▇ ▇A▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇ LLP (the "▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Escrow Agent"), ▇1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At Prior to the Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of Exhibit E (the "Escrow Agreement"), including the following: (A) the Company shall deliver to each Purchaser: (1) Debentures stock certificates representing the Shares, registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such the Purchaser, pursuant to which such the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 250,000 shares of Common Stock, upon the terms and conditions set forth therein Stock at an exercise price per share (collectively, subject to adjustment as provided therein) of $5.8725(1) (the "WarrantsWarrant"), (3) the legal opinion of Hardy & A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, substantially in the form of Exhibit C, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among between the Company and the PurchasersPurchaser, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) the Irrevocable Transfer Agent Instructions, in the form of Exhibit EF, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each the Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement $10,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Securities hereunder shall take place at one or more closings (each a “Closing”). The initial closing (the "“Initial Closing") ”), shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇, LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following concurrent with the execution hereof closing of the Q-RNA Merger (as defined below), or at such later date other time as the Company and a majority in interest of the Investors participating in the Initial Closing (the “Initial Investors”) mutually agree upon orally or in writing (the “Closing Date”). (b) Any Securities not issued and sold at the Initial Closing may be issued and sold, subject to the terms and conditions of this Agreement, at one or more subsequent Closings (each a “Subsequent Closing”), to one or more persons acceptable to the Company (the “Subsequent Investors”). Any such sale and issuance at a Subsequent Closing shall be on the same terms and conditions (including the Purchase Price that shall have been fixed at the Initial Closing). Upon execution and delivery of the relevant signature pages, the Subsequent Investors shall be become parties to, and bound by, this Agreement and the other Transaction Documents (as hereinafter defined), without the need for any amendment to any such Transaction Documents except to add such person’s or entity’s name to the appropriate exhibit or schedule to such agreements, and shall agreehave the rights and obligations hereunder and thereunder, in each case as of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company. Immediately after each Subsequent Closing, Schedule A hereto will be amended to list the Investors purchasing Securities hereunder and the amount of Securities issued to such Investor at such Subsequent Closing. The date Company will furnish to each Investor copies of the Closing is hereinafter amended Schedule A referred to as in the "Closing Datepreceding sentence." (iic) At the each Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in Investor certificates representing the name Shares and Warrant being purchased by such Investor at such Closing, against payment of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreementapplicable Purchase Price therefor by check, (2) a Common Stock purchase warrantwire transfer, in the form cancellation or conversion of Exhibit Dindebtedness, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementor any combination thereof. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,0001,050,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP Nacarrato, Esq. ("▇▇▇Escrowee"), having an office at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date or dates as the parties shall agree. The date of the first Closing is hereinafter referred to as the "Closing Date." (iib) At Prior to the ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Escrowee for the benefit of the Purchasers (1) the Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such each Purchaser's name on the signature page to this Agreement, registered in the name of each such Purchaser, (21) a one Common Stock purchase warrantwarrant for every two dollars of principal amount indicated below each Purchaser's name on the signature page of this Agreement, each in the form of Exhibit D, registered in the name of such Purchaserthe appropriate Purchasers, pursuant to which such Purchaser the Purchasers shall have the right at any time and from time to time thereafter through the 3rd anniversary of the Closing Date to acquire an aggregate of 50,000 shares of Common Stock, upon at an exercise price per share (subject to adjustment as provided therein) equal to 130% of the terms and conditions set forth therein average of the Per Share Market Values for the five (5) days immediately preceding the Closing Date (collectively, the "Warrants"), and (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPall other documents, outside counsel instruments and writings required to have been delivered at or prior to the CompanyClosing by the Company pursuant to this Agreement, in the form of Exhibit C, including (4A) an executed Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (B) an executed Security Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit F (5the "Security Agreement"), (E) the Secured Convertible Debenture Purchase Agreement Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will shall deliver to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. ("Escrow Agent"), for delivery to the Company: (1) Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement, Security Agreement. (iiic) Notwithstanding anything herein The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the contraryRegistration Rights Agreement (the "Effective Date"), provided that the trading price of the Common Stock is at least $.45 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Company Buyers will be obligated to purchase additional debentures ("Additional Debentures") in the aggregate principal amount of Six Hundred Thousand ($600,000) and additional warrants ("Additional Warrants") to purchase an aggregate of 300,000 shares of Common Stock for an aggregate purchase price of Six Hundred Thousand Dollars ($600,000), with the closing of such purchase to occur within thirty (30) days of the Effective Date. The terms of the Additional Debentures and the Additional Warrants shall not sell any Securities be identical to the terms of the Debentures and the Warrants to be issued on the Closing Date, provided that the Initial Conversion Price (as defined hereinin the Debentures) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. for the Additional Debentures shall not have previously agreedbe twenty-six hundredths of one dollar ($.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to closing (the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing "Closing") of the purchase and sale of the Debentures (the "Closing") shall Notes and Warrants will take place at the offices of Morg▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ & ▇ock▇▇▇, ▇▇P, located at 101 ▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or ▇▇ such later time and date as shall be mutually agreed to by the parties shall agreeCompany and the Purchasers. The Such time and date of the Closing is hereinafter are herein referred to as the "Closing Date"." (iib) At the Closing, the parties shall deliver or shall cause Subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein hereof, on the Closing Date (collectively, the "Warrants"), (3i) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPCompany will deliver to each Purchaser (A) a Note or Notes, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, substantially in the form of Exhibit B hereto, payable to such Purchaser (or its nominee as notified to the "Registration Rights Agreement"Company), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and (5B) Transfer Agent Instructions, a Warrant or Warrants evidenced by certificates substantially in the form of Exhibit EC hereto and dated the Closing Date, delivered to and acknowledged by for the number of shares of the Company's transfer agent (the "Transfer Agent Instructions")Common Stock set forth opposite such Purchaser's name on Exhibit A, and (Bii) each upon such Purchaser's receipt thereof, such Purchaser will deliver to the Company: (1) Company by wire transfer an amount equal to the purchase price indicated below for such Purchaser's name on Notes and Warrants (as specified in Section 1(a) hereof) payable to the signature page to this Agreement order of the Company in United States dollars in federal or other immediately available funds by wire transfer to funds. (c) The Purchasers acknowledge that the Notes and the Warrants constitute an account designated in writing "investment unit" within the meaning of Section 1273(c)(2) of the Code and that the Company will allocate the "issue price" (within the meaning of Section 1273(b) of the Code) of such investment unit, for all Income Tax purposes, between the Notes and Warrants as follows: (i) the price at which all of the Warrants were sold by the Company for such purpose, is $602,000 and (2ii) an executed Registration Rights Agreementthe price at which all of the Notes were sold was $6,398,000. Each Purchaser agrees to abide by Treasury Regulation Section 1.1273-2(h)(2) with respect to such allocation of the issue price. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell initial closing hereunder with respect to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") Shares shall take place at the offices of Piper & Marbury L.L.P., 36 S▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇Baltimore, ▇▇▇ ▇▇▇▇Maryland 21201 at 1:00 p.m. Baltimore time, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇on August 21, immediately following the execution hereof 1997, or such later other location, time and date as the parties hereto shall agreemutually agree upon (the "Initial Closing"). The Company and Alex. Brow▇ & ▇ons Incorporated (the "Agent") may, in one or more additional closings under this Agreement (the "Additional Closings", each of the Additional Closings and the Initial Closing being sometimes referred to herein individually as a "Closing" and collectively as the "Closings" and the date of the each such Closing is hereinafter shall be referred to herein as the "Closing Date") sell additional shares of Series C Preferred Stock (up to a total of 3,750,000 shares in the Initial and all Additional Closings) at a purchase price of not less than $8.00 per share, so long as Shares sold at any Additional Closing are sold on the same terms and conditions as the Shares sold at the Initial Closing. Any Additional Closings shall be held at such time and place as the Company and the Agent shall mutually agree upon." (iib) At Subject to the terms and conditions hereof, the escrow agent (the "Escrow Agent") for the Purchaser's funds previously deposited in an escrow account will release from such escrow account and deliver to the Company an amount equal to the purchase price for the Shares to be purchased by the Purchaser except as set forth in Section 5.18. As soon as practicable following each Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall will deliver to each Purchaser: (1) Debentures Purchaser purchasing Shares a certificate registered in the Purchaser's name (or the name of such Purchaser in its nominee, if any, as specified on Exhibit A hereto) evidencing the aggregate principal amount indicated below such number of Shares set forth opposite the Purchaser's name on Exhibit A dated as of the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights AgreementClosing Date. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from aggregate of 1,000,000 shares of Common Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,0005,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇▇ ▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇Paul ▇▇▇▇▇▇▇▇"), 399 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ , ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures registered in a stock certificate representing 60% of the name number of such Purchaser in the aggregate principal amount Shares indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and conditions at the exercise price set forth therein (collectivelya "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (34) the legal opinion of Paul, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇stings Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇▇▇▇ LLP, outside counsel to the Company, substantially in the form of Exhibit C, (45) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B D (the "Registration Rights Agreement"), ) and (56) the Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) 60% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement. (iii) On August 30, 2000, (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 40% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Company: (1) , 40% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (a) The Closing. (i) Subject to the terms and conditions set forth ----------- in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,0005,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the ------- offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ -------- ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately --------- following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."" ------------- (ii) At Prior to the ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) the Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire the number of shares of Common Stock, upon Stock indicated below such Purchaser's name on the terms and conditions set forth therein signature page to this (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇▇ & -------- ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, --------- and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the --------- "Registration Rights Agreement"), and (5) the Irrevocable Transfer Agent ----------------------------- Instructions, in the form of Exhibit E, delivered to and acknowledged by the ------------ --------- Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject The Company agrees to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Purchaser, and, subject to and in reliance upon the Purchasers representations, warranties, terms and conditions of this Agreement, each Purchaser agrees to purchase, the Purchasers shallprincipal amount of the Preferred Stock and Warrants for the purchase of the number of shares of Common Stock set forth opposite the name of such Purchaser under the headings "Shares of Preferred Stock" and "Warrant Shares," respectively, severallyon Schedule I, and not jointly, purchase from at the Company the Debentures for an aggregate purchase price set forth opposite the name of $20,000,000. The closing of such Purchaser under the heading "Aggregate Purchaser Price" on Schedule I. Such purchase and sale of the Debentures shall take place at a closing (the "Closing") shall take place to be held at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP , Garden City, New York, on December 29, 1989 at 10:00 a.m., or at such other location, date and time as may be agreed upon by the Purchasers and the Company ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as and time being called the "Closing Date." (ii) ). At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) Closing the Company shall issue and deliver to each Purchaser: (1) Debentures Purchaser shares of Preferred Stock registered in the name of such Purchaser in under the aggregate principal amount indicated below such Purchaser's name heading "Shares of Preferred Stock" on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit DSchedule I and Warrants, registered in the name of such Purchaser, pursuant to which purchase (subject to adjustment as provided therein) the number of shares of the Company's Common Stock set forth opposite the name of such Purchaser under the heading "Warrant Shares" on Schedule I. As payment in full for the Preferred Stock and Warrants being purchased under this Agreement, and against delivery of the Preferred Stock and Warrants as aforesaid, on the Closing Date each Purchaser shall have deliver to the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel Company a check payable to the Company, in the form amount set forth opposite the name of Exhibit Csuch Purchaser under the heading "Aggregate Purchase Price" on Schedule I, (4) an executed Registration Rights Agreement, dated or shall transfer such sum to the date hereof, among account of the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing transfer, or shall acknowledge as "Paid" money owed by the Company for to such purpose, and (2) an executed Registration Rights AgreementPurchaser in such amount. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") contemplated under this Agreement shall take place at the offices of ▇▇▇▇▇▇▇ Controls, Inc., located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇or at such other place as the parties shall mutually agree upon, ▇▇▇ ▇▇▇▇at 10:00 A.M. local time on December 22, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇1998, immediately following the execution hereof or such earlier or later date as the parties shall agreemutually agree upon. The date of the Closing takes place is hereinafter herein referred to as (the "Closing Date")." (iia) At the Closing, the parties shall deliver or shall cause subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name and on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights this Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will shall deliver to the Company: Seller (1i) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an a bank account designated in writing by the Company for Seller immediately available funds in an amount equal to the Closing Payment, (ii) certified copies of resolutions duly adopted on or prior to the date hereof by Purchaser's board of directors authorizing the execution, delivery and performance of this Agreement and the Related Documents, (iii) certified copies of Purchaser's certificate of incorporation and by-laws, (iv) a certificate of the Secretary or an Assistant Secretary of Purchaser as to the incumbency of the officer(s) of Purchaser (who shall not be such purposeSecretary or Assistant Secretary) executing this Agreement or any Related Documents, (v) a short-form certificate of good standing of Purchaser, certified by the Secretary of State of Purchaser's state of incorporation as of a date not more than thirty (30) business days prior to the Closing Date, and (2vi) an executed Registration Rights Agreementsuch other certificates and instruments that the Seller and its counsel may reasonably request. (b) At the Closing, subject to and on the terms and conditions set forth in this Agreement, Seller shall deliver or cause to be delivered to Purchaser (i) certificates evidencing the Shares, with appropriate stock powers and requisite tax stamps attached and properly signed, in form suitable for the transfer of such Shares to Purchaser, (ii) certified copies of resolutions duly adopted on or prior to the date hereof by the board of directors of Seller and MegaTech, authorizing the execution, delivery and performance of this Agreement and the Related Documents, to the extent each is a party hereto or thereto, (iii) Notwithstanding anything herein certified copies of the certificate of incorporation and by-laws of Seller and MegaTech, (iv) a certificate of the Secretary or an Assistant Secretary of Seller and MegaTech as to the contrary, incumbency of the Company officer(s) (who shall not sell any Securities (as defined hereinbe such Secretary or Assistant Secretary) pursuant to executing this Agreement or any Related Documents, (v) a short form certificate of good standing of Seller and MegaTech, certified by the Secretary of State of the State of Michigan as of a date not more than thirty (30) business days prior to any the Closing Date, and (vi) such other certificates and instruments that Purchaser to which Montrose Investments Ltd. shall not have previously agreedand its counsel may reasonably request.

The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement, Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures an aggregate of up to 20,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $20,000,0002,000,000. The closing of the purchase and sale of the Debentures (the "Closing") such securities shall take place at one or more closings (collectively, the "CLOSING") at the offices of Higham, McConnell & Dunning LLP ("HM&D"), 15, Enterprise, Suite 360, A▇▇▇▇ ▇▇▇jo, ▇▇▇▇▇▇▇nia 92656, immediately following t▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, immediately following the execution hereof or such later date as ▇▇▇ ▇▇ the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing DateCLOSING DATE." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures a stock certificate registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement by 100, (2) a Common Stock purchase warrant, in the form of Exhibit DC, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares the number of Common Stock, upon Warrant Shares (as defined in the terms and conditions set forth therein Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WarrantsWARRANTS"), (3) the legal opinion an executed copy of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), ) and (54) Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"), ; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purposepurpose or, with the consent of the Company, through conversion of outstanding indebtedness, and (2) an executed copy of this Agreement and Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers Purchaser and the Purchasers shall, severally, and not jointly, Purchaser shall purchase from 500 shares of Preferred Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,0005,000,000. The closing of the purchase and sale of the Debentures Shares (the "ClosingCLOSING") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (the "▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ESCROW AGENT"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing DateCLOSING DATE." (ii) At Prior to the Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of EXHIBIT E (the "ESCROW AGREEMENT"), including the following: (A) the Company shall deliver to each Purchaser: (1) Debentures stock certificates representing the Shares, registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock common stock purchase warrant, in the form of Exhibit EXHIBIT D, registered in the name of such the Purchaser, pursuant to which such the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the Original Issue Date to acquire 75,000 shares of Common Stock, upon the terms and conditions set forth therein Stock (collectively, the "WarrantsWarrant"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇, outside counsel to the Company, substantially in the form of Exhibit EXHIBIT C, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among between the Company and the PurchasersPurchaser, in the form of Exhibit EXHIBIT B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), and (5) the Irrevocable Transfer Agent Instructions, in the form of Exhibit EEXHIBIT F, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"), ; and (B) each the Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement $5,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement; and (C) each party hereto shall deliver all other executed instruments, agreements and certificates as are required to be delivered hereunder by or on their behalf at the Closing. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") Closing shall take place at 10:00 a.m., local time, on the fifteenth (15th) day following completion or waiver of all conditions to Closing specified herein, at the offices of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, immediately following the execution hereof ▇ at such other time or such later date place as shall be agreed upon in writing by the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Datehereto." (iib) At the Closing, the parties shall deliver or shall cause subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, and upon the terms and conditions set forth therein (collectivelyof this Agreement, Buyers, M. A. Hann▇ ▇▇▇ Sellers shall effect the transfer of Sellers' Assets, the assumption of the Assumed Liabilities, and the consummation of the other transactions contemplated herein, by executing and delivering the Transaction Documents. Notwithstanding the foregoing, any Contracts or other Assets required to be retained by M.A. Hann▇ ▇▇ Sellers in order to perform any obligations under the Transition Agreement shall be retained until they are no longer needed for that purpose, and then transferred to Buyers. In consideration thereof, and subject to adjustment as provided in Sections 4.02 and 4.03, (a) GE shall pay or cause to be paid to Sellers an aggregate of One Hundred Seven Million U.S. Dollars ($107,000,000) in cash (the "WarrantsPurchase Price"), (3) the legal opinion of ▇▇▇which shall be paid to M.A. Hann▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars Sellers at Closing in immediately available funds by wire transfer in such amounts, and to an account designated such accounts, as Sellers shall specify to GE in writing no less than three (3) Business Days prior to the Closing, provided that the allocation specified by Sellers shall not conflict with the Company allocation of the Tax Purchase Price specified in Section 4.04 hereof. (c) Simultaneously with the Closing, Sellers shall deliver to Buyers physical possession of all tangible Sellers' Assets, including the original share certificates representing the Transferred Stock. At that time, M. A. Hann▇ ▇▇▇ Sellers shall also deliver to Buyers legal and beneficial title to all of the other Nominee Shares not included in the Transferred Stocks, and physical possession of the original share certificates representing such shares. The Transaction Documents effecting the sale and transfer of Sellers' Assets to Buyers shall provide for such purpose(i) the issued shares of CP Limited to be sold and transferred to ABS Holding, (ii) the Assets described in the Canadian Acquisition Agreement to be sold and transferred to, and the Assumed Liabilities described therein to be assumed by, General Electric Canada Inc., and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein all of the remaining Sellers' Assets, including the issued shares of Cadillac Pacific, to be sold and transferred to, and all of the remaining Assumed Liabilities to be assumed by, GE, with such changes, if any, as the parties may agree in writing prior to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedClosing.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures transactions contemplated by this Agreement (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇& ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ at 10:00 a.m. on the later of (A) the second (2nd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Section 7 hereof (other than those to be satisfied at the Closing) and (B) September 17, immediately following the execution hereof 2010, or at such later other location or on such other date as is mutually agreeable to the parties shall agreeBuyer and the Sellers. The date and time of the Closing is hereinafter are herein referred to as the "“Closing Date."” Table of Contents (ii) At the Closing, the parties shall deliver or shall cause Subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectivelyin this Agreement or in any Specified Agreement, the "Warrants"), Parties hereto shall consummate the following transactions (3the “Closing Transactions”) on the Closing Date: (A) the legal opinion Buyer shall deliver to each Seller holding Shares such holder’s portion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPthe Closing Payment, outside counsel by wire transfer of immediately available funds to one or more accounts designated by such Sellers to the Buyer (such account details being delivered at least two (2) Business Days prior to the Closing Date); (B) the Buyer shall deliver to the Company, in as agent for each Other Shareholder, the form aggregate amount of Exhibit Cthe Closing Payments for the Other Shareholders, (4) an executed Registration Rights Agreement, dated the date hereof, among by wire transfer of immediately available funds to one or more accounts designated by the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: Buyer (such account details being delivered at least two (2) Business Days prior to the Closing Date); (C) the Company shall pay to each Other Shareholder (1) the purchase price indicated below Closing Payment multiplied by such Purchaser's name on Other Shareholder’s Allocation Percentage, minus (2) any applicable withholding and such Other Shareholder’s portion of the signature page Aggregate Option Exercise Amount; provided that it is acknowledged and agreed that the Company shall make such payments through its regular payroll provider and, in the event the amount in (2) is greater than the amount in (1), such Other Shareholder shall receive no payment; (D) each Option Exercise Loan shall be automatically deemed paid in full and terminated with no further obligations outstanding, upon receipt by the Company of the Aggregate Option Exercise Amount (which it is acknowledged that the Company is deemed to this Agreement in United States dollars in have received pursuant to Sections 2(b)(ii)(B) and 2(b)(ii)(C)); (E) the Buyer shall deliver the Escrow Amount by wire transfer of immediately available funds to the Escrow Account; (F) the Buyer shall deliver the Sellers’ Representative Fund by wire transfer of immediately available funds to an the account designated in writing by the Sellers’ Representative to the Buyer (such account details being delivered at least two (2) Business Days prior to the Closing Date); (G) the Buyer shall pay, or cause to be paid, on behalf of the Company all Company Transaction Expenses by wire transfer of immediately available funds as directed by the Company for (such purpose, and direction being delivered at least two (2) an executed Registration Rights Agreement.Business Days prior to the Closing Date); (iiiH) Notwithstanding anything herein to the contrary, Sellers and Other Shareholders shall comply with the Company shall not sell any Securities (as defined herein) pursuant to obligations set forth on the closing schedule accompanying this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.(the “Closing Schedule”); and

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Preferred Shares and the Warrants (the "ClosingCLOSING") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇Kleinberg, Kaplan, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP , P.C. ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇PURCHASERS' COUNSEL")) or at such other place as is mutually agreeable, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇at 10:00 am., ▇▇▇ ▇▇▇▇local time on: (x) the date on which the last to be fulfilled or waived of the conditions set forth in Article 4 hereof and applicable to the Closing shall be fulfilled or waived in accordance herewith, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or (y) such later other time and place and/or on such other date as the parties shall Purchasers and the Company may agree. The date of on which the Closing occurs is hereinafter referred to herein as the "Closing DateCLOSING DATE"." (ii) At On the ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (x) one or more certificates (with the number of Preferred Shares to be as reasonably requested by such Purchaser: (1) Debentures representing the aggregate Preferred Shares purchased hereunder by such Purchaser at the Closing registered in the name of such Purchaser in or its nominee and (y) the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, Warrants registered in the name of Purchaser or its nominee in such denominations as reasonably requested by such Purchaser, pursuant to which and such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) Company the purchase price indicated below Purchase Price for the Preferred Shares and Warrants purchased by such Purchaser's name on the signature page to this Agreement in United States dollars Purchaser hereunder by wire transfer in immediately available funds by wire transfer to an account designated in writing by the Company for Company. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein party pursuant to this Agreement at or prior to the contraryClosing. In addition, at the Closing, the Company shall not sell any Securities (pay to the Purchasers' Counsel its legal fees and disbursements as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedset forth in Section 3.4. At the option of the Purchasers, such fees and disbursements may be reflected as a credit towards the Purchase Price.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, shall purchase from an aggregate of 968,524 shares of Common Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,0008,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇v▇▇▇▇▇"), ▇▇▇▇ 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in a stock certificate representing the name number of such Purchaser in the aggregate principal amount Shares indicated below such Purchaser's name on the signature page to of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and conditions set forth therein therein, at an exercise price per share (collectivelysubject to adjustment as provided therein) of $10.13 (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (34) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇Lath▇▇ & ▇atk▇▇▇, ▇▇▇ LLP, outside tside counsel to the Company, substantially in the form of Exhibit C, and (45) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B D (the "Registration Rights 3 Agreement"), and (5) the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each Purchaser will shall deliver to the Company: Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company for such purposeCompany, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing Consummation of the purchase and sale of the Debentures transactions contemplated by this Article I (the "Closing") shall take place occur at the offices of ▇▇▇Arnold & Porter, 399 Park Avenue, New York, New York 10022 (or such ▇▇▇▇▇ loc▇▇▇▇▇ as ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), commencing at 12:00 p.m. local time on April 25, 2002, or at such other time and on such other date as Buyer and Seller may mutually determine (the "Closing Date"). At the Closing: (a) Buyer shall (i) escrow $250,000 of the Closing Purchase Price pursuant to the Escrow and Security Agreement, ▇▇which shall constitute the Indemnity Escrowed Amount (as defined in the Escrow and Security Agreement) and (ii) deliver the remainder of the Closing Purchase Price to Seller by wire transfer in immediately available funds to an account designated by Seller in writing to Buyer at least two Business Days prior to Closing; (b) Seller shall deliver to Buyer an opinion, substantially in the form attached hereto as Exhibit B, from Cooley Godward LLP counsel to Seller, addressed to Buyer and dated a▇ ▇▇ ▇he Closing Date; (c) Seller shall execute and deliver the Bill of Sale; (d) Each of Acirca, Buyer and Seller shall e▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇te and deliver the Assignment and Assumption Agreement, ▇▇▇ ▇▇▇▇the Transition Services Agreement, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇the Escrow and Security Agreement, immediately following the execution hereof Noncompetition Agreement and all other Related Agreements to which they are a party; (e) Each of Acirca, Buyer and the Continuing Employees shall execute and deliver the Employment Agreements to which they are a party; (f) Seller and the Continuing Employees shall execute and deliver the Termination Agreements, to which they are a party; and (g) Seller shall deliver such other documents reasonably satisfactory to Acirca as Acirca may reasonably request for the purpose of (i) evidencing the accuracy of any representation or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." warranty made by Seller, (ii) At evidencing the Closingcompliance by Seller with, or the parties shall deliver performance by Seller of, any covenant or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered obligation set forth in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement or any Related Agreement, (2iii) a Common Stock purchase warrant, in evidencing the form satisfaction of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein in Section 1.6, or (collectively, iv) otherwise facilitating the "Warrants"), (3) consummation or performance of any of the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementtransactions contemplated hereby. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from an aggregate of 1,000 shares of Preferred Stock (the Company the Debentures "SHARES") for an aggregate purchase price of $20,000,00010,000,000; each Purchaser agreeing to purchase the amount of Shares for the purchase price so indicated on the signature page attached hereto. The closing of the purchase and sale of the Debentures Shares (the "ClosingCLOSING") shall take place at the offices of R▇▇▇▇▇▇▇ S▇▇▇▇▇▇▇▇ ▇▇▇▇P▇▇▇▇▇ ▇▇▇▇▇▇ ▇A▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇ LLP ("▇R▇▇▇▇▇▇▇ ▇S▇▇▇▇▇▇▇▇"), ▇1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agreemutually agree but in any event, no later than February 29, 2000. The date of the Closing is hereinafter referred to as the "Closing DateCLOSING DATE." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures stock certificates, registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit DEXHIBIT D (collectively, the "WARRANTS"), registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire a number of shares of Common StockStock equal to 15% of such Purchaser's purchase price for the Shares being acquired by it, upon divided by the terms and conditions set forth therein Exercise Price (collectively, as defined in the "Warrants"), (3) the legal opinion of ▇Mesirov G▇▇▇▇▇ ▇▇▇▇J▇▇▇▇ Frome ▇▇▇▇▇C▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP, outside counsel to the Company, Company in the form of Exhibit EXHIBIT C, and (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit EXHIBIT B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), ) and (5) the Transfer Agent Instructions, in the form of Exhibit EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"), ; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in of ----------- this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") of the sale and purchase of the Shares under this Agreement shall take place at the offices of Vedder, Price, Kaufman & Kammholz, P.C., 805 Third Avenue, New York, New York ▇▇▇▇▇, (or remotely via th▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) ▇▇ the date of this Agreement (the "Closing Date"). At the Closing: (a) the Company shall deliver to the Purchasers the Disclosure Schedule (as defined in Section 3); (b) the Company and the Purchasers shall execute and deliver the Investor Rights Agreement in the form attached hereto as Exhibit C (the "Investor Rights Agreement"); (c) the Company and the Purchasers shall execute and deliver the Stockholders' Voting Agreement in the form attached hereto as Exhibit D (the "Voting Agreement"); (d) the Company shall execute and deliver to each Purchaser a management rights letter in the form attached hereto as Exhibit E; (e) the Company shall deliver to the Purchasers certificates, ▇▇▇▇ ▇▇▇▇▇as of the most recent practicable dates, (i) as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and (ii) as to the due qualification of the Company as a foreign corporation issued by the Secretary of State of each state in which, by the nature of its business, the Company is required to qualify as a foreign corporation; (f) the Company shall deliver to the Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Designations), certified by the Secretary of State of the State of Delaware; (g) the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company; (ii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company at the Closing; and (iii) resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (h) Vedder, Price, Kaufman & Kammholz, P.C., counsel for the Company, shall delive▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇e Purchasers an opinion, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of dated the Closing is hereinafter referred to Date, in substantially the form attached hereto as the "Closing Date."Exhibit F; (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (Ai) the Company shall deliver to each Purchaser: (1) Debentures registered in of the name Purchasers a certificate for the number of such Purchaser in the aggregate principal amount indicated below Shares set forth opposite such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such Purchaser, pursuant to which such ; and (j) each Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel pay to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer of immediately available funds, the Purchase Price for all Shares being purchased by such Purchaser. The Closing shall not be deemed to an account designated occur, and all such payments by any Purchaser shall be deemed to be held in writing by escrow, until all Purchasers listed on Exhibit A have tendered to the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, Purchase Price of the Company shall not sell any Securities (Shares being purchased as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.indicated on Exhibit A.

The Closing. (i) Subject The Company agrees to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Purchaser, and, subject to and in reliance upon the Purchasers representations, warranties, terms and conditions of this Agreement, each Purchaser agrees to purchase, the Purchasers shallprincipal amount of the Notes and Warrants for the purchase of the number of shares of Common Stock set forth opposite the name of such Purchaser under the headings "Principal Amount of Notes" and "Warrant Shares", severallyrespectively, and not jointlyon Schedule I, purchase from at the Company the Debentures for an aggregate purchase price set forth opposite the name of $20,000,000. The closing of such Purchaser under the heading "Aggregate Purchase Price" on Schedule I. Such purchase and sale of the Debentures shall take place at a closing (the "Closing") shall take place to be held at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Exchange Place, ▇▇ LLP▇▇▇▇▇ ▇▇▇▇▇▇, outside counsel ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, on January 30, 1989 at 10:00 a.m., or at such other location date and time as may be agreed upon by the Purchasers and the Company (such date and time being called the "Closing Date"). At the Closing the Company shall issue and deliver to each Purchaser Notes, payable to the order of such Purchase, in the principal amount set forth opposite the name of such Purchaser under the heading "Principal Amount of Notes" on Schedule I and Warrants, registered in the name of such Purchaser, to purchase (subject to adjustment as provided therein) the number of shares of the Company's Common Stock set forth opposite the name of such Purchaser under the heading "Warrant Shares" on Schedule I. As payment in full for the Notes and Warrants being purchased by it under this Agreement, and against delivery of the Notes and Warrants as aforesaid, on the Closing Date each Purchaser shall deliver to the Company a check payable to the Company, in the form amount set forth opposite the name of Exhibit Csuch Purchaser under the heading "Aggregate Purchase Price" on Schedule I, (4) an executed Registration Rights Agreement, dated or shall transfer such sum to the date hereof, among account of the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementtransfer. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale tender of the Debentures FRE Shares (the "Closing") shall take place on November 22, 2000, at the offices of ▇▇▇▇8:00 a.m., E.S.T. time, at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such later date other place or time as the parties to this Agreement shall agreemutually agree upon in writing. The date of the Closing is hereinafter referred to in this Agreement as the "Closing Date." (ii) . Deliveries by the Company at the Closing. ------------------------------------------ At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaserthe Sellers: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit Dcertificates evidencing Initial Shares, registered in the name of the Sellers; each Seller, other than the Majority Shareholders, shall receive his or her full pro rata allocation of the Sitestar Shares; each Majority Shareholders shall receive his full pro rata allocation of the Sitestar Shares less 4,145,995 shares (which constitute Contingent Shares); such Purchaser, pursuant documents and instruments as FRE may reasonably request to which such Purchaser shall have evidence the right to acquire shares satisfaction of Common Stock, upon the terms and all conditions precedent set forth therein (collectivelyin Section 8 of this Agreement. Deliveries by the Sellers at the Closing. ------------------------------------------- At the Closing, the "Warrants")Sellers shall deliver to the Company: the certificates evidencing the FRE Shares, (3) duly endorsed for transfer in blank or accompanied by a stock power duly endorsed in blank; the legal opinion of Employment and Non-compete Agreement duly executed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP; such documents and instruments as the Company may reasonably request to evidence the satisfaction of all conditions precedent set forth in Section 7 of this Agreement; and Requisite asset schedule, outside counsel customer lists, financial statements and tax returns. Deliveries by the Company after the Closing. ---------------------------------------------- The Company shall deliver the Contingent Shares to the CompanyMajority Shareholders on the third anniversary of the Closing; provided, in however, that if as of the form second anniversary there remain any unresolved Claims (because of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among a dispute between the Company and the PurchasersMajority Shareholders, in or because the form amount of Exhibit B (the "Registration Rights Agreement"Claim has not been determined, such as a Third Party Claim which has not been resolved, or otherwise), and then the Company may elect not to issue such number of Contingent Shares as may equal the maximum amount of such disputed or unresolved Claims (5) Transfer Agent Instructions, as determined in the form of Exhibit E, delivered to and acknowledged good faith by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing divided by the Company Market Price; provided, further, however, that at such time as such Claim is resolved, if it is resolved for less that such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrarymaximum amount, the Company shall not sell any Securities (promptly issue to the Sellers such additional Contingent Shares as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedequal such maximum amount less the actual amount of such Claim, divided by the Market Price.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The first closing of the purchase and sale of the Debentures (the "“First Closing"”) shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following at 10:00 a.m. New York City time on the execution hereof or such later date as First Closing Date and each purchase and sale of shares of Series E Preferred Stock pursuant to Section 2.01(b) after the parties First Closing shall agree. The date also take place at a closing (each of the First Closing is hereinafter and each Additional Investment Closing shall be herein referred to as a “Closing”) at the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP. Each Closing shall occur on the date set forth in the applicable Additional Investment Notice, outside counsel subject to the Companysatisfaction or waiver (by the party entitled to exercise such waiver) of the conditions set forth in Article 5, in or at such later time or other place as the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company Issuer and the Purchasers, in Purchaser may agree. The date and time of each Closing are each referred to herein as the form of Exhibit B (the "Registration Rights Agreement")“Closing Date”, and August 22, 2008 is referred to herein as the “First Closing Date”. (5b) Transfer Agent InstructionsAt each Closing, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars Issuer an amount in immediately available funds equal to the aggregate Purchase Price of the shares of Series E Preferred Stock to be purchased by the Purchaser at such Closing pursuant to Article 2 by wire transfer to an the account designated set forth in writing Schedule 2.02(b), as such schedule may be amended by the Company for such purpose, and (2) an executed Registration Rights AgreementIssuer from time to time upon written notice to the Purchaser. (iiic) Notwithstanding anything herein At each Closing, the Issuer shall deliver to the contraryPurchaser, against payment of the Company shall not sell any Securities (as defined herein) Purchase Price therefor, a certificate registered in the name of the Purchaser, evidencing the shares of Series E Preferred Stock to be purchased by the Purchaser at such Closing pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedArticle 2.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to closing (the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing "Closing") of the purchase and sale of the Debentures (the "Closing") shall Notes and Warrants will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or P.C. at such later time and date as shall be mutually agreed to by the parties shall agreeCompany and the Purchasers. The date of the Closing is hereinafter Such times and dates are herein referred to as the "Closing Dates" and individually as a "Closing Date." (iib) At the Closing, the parties shall deliver or shall cause Subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein hereof, on each Closing Date (collectively, the "Warrants"), (3i) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPCompany will deliver to each Purchaser (A) a Note or Notes, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, substantially in the form of Exhibit B hereto for Class 1, Exhibit D for Class 2 and Exhibit F for Class 3, payable to such Purchaser (or its nominee as notified to the "Registration Rights Agreement"Company), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and (5B) Transfer Agent Instructionsfor Class 1 and Class 2, a Warrant or Warrants evidenced by certificates substantially in the form of Exhibit EC hereto for Class 1 and dated the Closing Date, delivered to and acknowledged by for the number of shares of the Company's transfer agent (the "Transfer Agent Instructions")Common Stock set forth opposite such Purchaser's name on Exhibit A, and (Bii) each upon such Purchaser's receipt thereof, such Purchaser will deliver to the Company: (1) Company by wire transfer an amount equal to the purchase price indicated below for such Purchaser's name on Notes and Warrants (as specified in Section 1(a) hereof) payable to the signature page to this Agreement in United States dollars order of the Company in immediately available funds funds. Class 2 Warrants, if elected, substantially in the form of Exhibit E will be dated the Closing Date, but will not be determined as to number of shares or delivered until the applicable Class 2 Note has been repaid by the Company. (c) As an alternative to Section 2(b), upon receipt of a Purchaser's signed copy of this Agreement, the Company will sign the Agreement, the Note and the Warrants, as applicable, and will instruct the Agent to communicate to the Purchaser that such documents have been signed and the Agent has obtained a perfected interest in the Collateral. Thereafter, upon the Company's receipt by wire transfer of the purchase price for the Note and Warrants, the Company will deliver the signed Agreement, Note and Warrants, as applicable, to the Purchaser. (d) The Purchasers acknowledge that the Notes and the Warrants constitute an account designated in writing investment unit" within the meaning of Section 1273(c)(2) of the Code and that the Company will allocate the "issue price" (within the meaning of Section 1273(b) of the Code) of such investment unit, for all Income Tax purposes, between the Notes and Warrants as required by applicable tax law. Each Purchaser agrees to abide by Treasury Regulation Section 1. 1273-2(h)(2) with respect to such allocation of the issue price. For all Notes and Warrants issued under this Purchase Agreement after December 31, 2001, the Company and its tax advisors have determined that the limited marketability of the Company's Common Stock does not provide a reasonable basis for the Company and its advisors to determine a value for the Warrants issued or the conversion rights. Therefore, all warrants issued by the Company for pursuant to this Agreement, shall have only a minimal or negligible value ascribed to them. It is understood, however, that in the event market conditions change such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to that the contrarywarrants again have value, the Company shall not sell any Securities (as defined herein) pursuant and its tax advisors will determine an appropriate value for warrants issued thereafter with no need to amend this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedAgreement.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures transactions contemplated by this Agreement (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇Chamberlain, Hrdlicka, White, Will▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇art▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇Houston, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately Texas commencing at 9:00 a.m. central standard time following the execution hereof satisfaction or such later date as waiver of all conditions to the obligations of the parties shall agree. The to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself) (the date of the Closing is hereinafter referred to as the "Closing Date." ), provided that the Closing shall take place not later than the fourth business day following the Escrow CSI Purchase and Sale Agreement/Page 3 10 Closing. At the Closing (i) Buyer will deliver to Sellers the cash portion of the Purchase Price and the Tax Adjustment as provided in Section 1.2 above; (ii) At the Closingvarious certificates, the parties shall deliver or shall cause instruments and documents held in escrow which are to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) Buyer pursuant to this Agreement (including the CSI Shares and the assignments of the Investments Interests) shall be released and delivered to Buyer; (iii) the various certificates, instruments and documents held in escrow to be delivered to Sellers pursuant to this Agreement (including the certificates for TMS Common Stock and the Registration Rights Agreement) shall be released and delivered to Sellers; (iv) the Executive Employment Agreements shall be released and delivered to CSI and the respective individuals who are parties to such agreements; and (v) any Purchaser other certificates, instruments and documents not held in escrow which are to which Montrose Investments Ltd. be delivered to Buyer and/or Sellers, respectively, shall not have previously agreedbe delivered to Buyer and/or Sellers, respectively.

The Closing. (i) The Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company Company, over the period of time described herein, the Debentures for an aggregate purchase price of $20,000,000600,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At On the ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount of 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire acquire, for every One Dollar ($1) of the principal amount of the Debentures acquired by it hereunder, two shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged in writing by the Company's transfer agent (the "Transfer Agent Instructions"), (6) an executed Security Agreement, dated the date hereof, between the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), and (7) an executed Escrow Agreement, dated as of the date hereof, between the Company, the Purchasers and the escrow agent (the "Escrow Agent") set forth therein, in the form of Exhibit H (the "Escrow Agreement"); and (B) each Purchaser will deliver to the Company: (1) 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed originals of this Agreement, the Registration Rights Agreement, Security Agreement and the Escrow Agreement. (iii) Notwithstanding anything herein If each of the conditions set forth in Section 1.1(b), other than the condition in Section 1.1(b)(iii), have been either satisfied by the Company or waived by each Purchaser, then on the tenth (10th) Trading Day ( "First Additional Funding Date") after the receipt by each Purchaser of a compliance certificate from the Company certifying that it has satisfied all the applicable conditions in Section 1.1(b), (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 16.67% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement (the "First Additional Debentures") which shall be included within the definition of Debentures, and (B) each Purchaser will deliver to the contraryCompany, 16.67% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company shall not sell any Securities for such purpose. (iv) If each of the conditions set forth in Section 1.1(b), have been either satisfied by the Company or waived by each Purchaser and provided that each Purchaser has received a compliance certificate from the Company certifying that it has satisfied all such applicable conditions, then on the tenth (10th) Trading Day ("Second Additional Funding Date") after the Effective Date (as defined herein), (A) pursuant the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 50% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement (the "Second Additional Debentures") which shall be included within the definition of Debentures, and (B) each Purchaser will deliver to any Purchaser the Company, 50% of the purchase price indicated below such Purchaser's name on the signature page to which Montrose Investments Ltd. shall not have previously agreedthis Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. The First Additional Debentures and Second Additional Debentures are collectively referred to as ("Additional Debentures") and the First Additional Funding Date and Second Additional Funding Date are collectively referred to as ("Additional Funding Dates").

The Closing. (i) Section 7.1 The Closing Date ---------------- Subject to the terms and conditions set forth in of this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing consummation of the purchase and sale of the Debentures transactions contemplated by this Agreement (the "Closing") shall take place on the last day of the month in which the HSR Termination Date occurs unless such date is fewer than 3 business days prior to the end of the month in which event the Closing shall occur on the last day of the month following the month in which the HSR Termination Date occurs (or if the conditions to Closing shall not be satisfied on such date, as promptly as practicable following the satisfaction or waiver thereof) (the "Closing Date") or at such other time as the parties hereto shall mutually agree. The Closing shall be consummated at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or ▇▇ such later date other place as the parties hereto shall mutually agree. Section 7.2 Deliveries at the Closing ------------------------- Section 7.2.1 Buyer's Execution and Delivery of Documents and ----------------------------------------------- Payment. The date Buyer shall deliver or execute and deliver, as the case may be, to ------- Cyprus Amax or Energy, as the case may be, all of the Closing is hereinafter referred to as the "Closing Date."following: (iia) At a certificate of valid existence and good standing of Buyer issued not earlier than five (5) days prior to the Closing; (b) Buyer's Bring Down Certificate; (c) a certificate certifying to Cyprus Amax the incumbency of Buyer's officers and bearing the authentic signatures of all such officers who have executed this Agreement or any other agreement executed and delivered in connection herewith; (d) payment to Energy of the amounts provided in Article II to be paid as of the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name by wire transfer of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an a bank account designated in writing by Energy, including as a result of dividends under the Buyer Debt Facility; (e) a receipt, duly executed by Buyer, acknowledging receipt of the certificates representing the Company Shares and establishing the time of the Closing; (f) the Buyer Surety Bond and the replacement letter of credit or surety bonds contemplated by Section 4.3.6; (g) the Tax Sharing and Indemnification Agreement, duly executed by the Company for such purpose, and (2) an executed Registration Rights Agreement.parties thereto; (iiih) Notwithstanding anything herein to the contraryAssignment Agreement, duly executed by the Company shall not sell any Securities parties thereto; and (as defined hereini) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedthe Transitional Services Agreement, duly executed by the parties thereto.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing consummation of the purchase and sale of the Debentures transactions contemplated herein (the "Closing") shall take place be held on a date and time selected by Purchaser and reasonably acceptable to Seller, which date shall be no later than the later date of (i) the date sixty (60) days after the termination of the Feasibility Period and (ii) the date of Subdivision as described in ss. 10(d), and (iii) the date of Zoning Approval as described in ss. 10(e); provided that the date for Closing may be extended in accordance with the terms and provisions of ss.ss. 2(e), 4(c), or 9 he▇▇▇▇. The Closing shall be held at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")the Title Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Dateother mutually agreed upon location." (iib) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company Seller shall deliver to each Purchaser: Purchaser a special warranty deed (1the "Deed") Debentures registered in conveying the name Property to Purchaser subject only to the Permitted Exceptions. Purchaser shall be entitled to receive from the Title Company, prior to delivery of such Purchaser in the aggregate principal amount indicated below such PurchaserDeed, the Title Company's name on the signature page unconditional commitment to this Agreement, (2) a Common Stock purchase warrantissue an ALTA Form B Owner's Policy of Title Insurance, in the form amount of Exhibit Dthe Purchase Price, registered in and the name Title Company's assurance that its recordation of the Deed, after performing a bring-to-date examination of the land records, will constitute its agreement to issue such policy within thirty (30) days after the Closing. Seller shall also execute such affidavits and other instruments as reasonably required by Purchaser's counsel or the Title Company, pursuant to which such Purchaser shall have at any time within the right to acquire shares six (6) months after Closing hereunder, and for the better conveying, transferring, assuring, and confirming the conveyance of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel title to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver Property to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement Purchaser in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementaccordance with ss. 4 hereof. (iiic) Notwithstanding anything herein to Seller shall pay for the contrarycost of preparing the Deed, the Company costs of the Survey, the costs of Purchaser's owner's title insurance policy, the applicable grantor's and recordation taxes or charges for the Deed, and one-half (1/2) of the fees of the settlement agent. Each party shall not sell pay the legal fees of its own counsel. Purchaser shall pay all other transfer taxes and recordation fees, all other costs incurred for title examination and title insurance, one-half (1/2) of the fees of the of the settlement agent, and any Securities and all other closing costs imposed at the Closing. (d) Rents, real estate taxes, utility charges, and annual assessments arising from the Property, if any, shall be prorated between the parties as defined hereinof the date of the Closing. (e) pursuant Possession of the Property shall be delivered to this Agreement Purchaser immediately following the recordation of the Deed, and such possession shall be delivered free and clear of any leases, tenancies, or occupants (except tenants under valid leases constituting Permitted Encumbrances). In the event Seller shall fail to any deliver such possession, Seller shall become and thereafter be a tenant at sufferance of Purchaser and Seller hereby waives all notices to which Montrose Investments Ltd. shall not have previously agreedquit provided by the laws of the State of Indiana.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from an aggregate of 1,200,000 shares of Common Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,0006,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇v▇▇▇▇▇"), ▇▇▇▇ 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures registered in a stock certificate representing 2/3% of the name number of such Purchaser in the aggregate principal amount Shares indicated below such Purchaser's name on the signature page to of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and conditions at the exercise price set forth therein (collectivelyeach, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (34) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇▇▇ ▇▇▇ LLP(or, as appropriate, local Nevada counsel to the Company), outside counsel to the Company, substantially in the form of Exhibit C, (45) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B D (the "Registration Rights Agreement"), ) and (56) the Transfer Agent Instructions, 3 in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) 2/3% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement. (iii) On the second (2nd) Trading Day following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 1/3% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Company: (1) , 1/3% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in of this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Merger (the "Closing") shall take place at the offices of ▇▇▇▇▇ Liddell & ▇▇▇▇, 3400 JPMorgan Chase Tower, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP , Houston, Texas 77002, at 9:00 a.m., local time, ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"i) subject to Section 9.2(d), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately on the second business day following the execution hereof satisfaction or such later date as waiver of all conditions to the obligations of the parties shall agreeto consummate the Merger (other than conditions with respect to actions the respective parties will take at the Closing itself), or (ii) at such other time, date or place as Parent and the Company may agree in writing. The date of on which the Closing occurs is hereinafter referred to as the "Closing Date." (iib) At the Closing, the parties following shall deliver or shall cause to be delivered the following: delivered: (A1) the The Company shall deliver to each Purchaser: the Parent (1the “Company Closing Documents”): (i) Debentures registered certified copies of certificates from appropriate authorities as to the good standing of, and payment of taxes by the Company in the name state in which it is incorporated and each jurisdiction in which it is qualified to do business as a foreign corporation, dated as of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on most recent practicable date; and (ii) a certificate executed by the signature page to Secretary of the Company certifying (a) the resolutions of the Board of Directors of the Company which authorized this AgreementAgreement and the Merger, and (b) the consent of the Shareholders of the Company who authorized this Agreement and the Merger. (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser The Parent shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: Company (1the “Parent Closing Documents”): (i) certified copies of certificates from appropriate authorities as to the good standing of, and payment of taxes by each of the Parent and the Merger Sub in the state in which it is incorporated and each jurisdiction in which it is qualified to do business as a foreign corporation, dated as of the most recent practicable date; (ii) a certificate executed by the Secretary of each of the Parent and the Merger Sub certifying the (a) resolutions of the Board of Directors of the Parent and Merger Sub which authorized this Agreement and the Merger and (b) the purchase price indicated below such Purchaser's name on consent of the signature page to shareholders of Parent and Merger Sub who authorized this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by and the Company for such purpose, and (2) an executed Registration Rights Agreement.Merger; and (iii) Notwithstanding anything herein to the contrary, written resignations of all of the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedParent’s current officers and directors from their respective positions.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,00010,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇v▇▇▇▇▇"), ▇▇▇▇ 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) the Debentures registered in the name of such Purchaser in the aggregate principal amount of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire shares of Common Stock, Stock upon the terms and conditions set forth therein (collectively, the "Class A Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit E, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms set forth therein (collectively, the "Class B Warrants" and together with the Class A Warrants, the "Warrants"), (4) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇Lath▇▇ & ▇atk▇▇▇, ▇▇▇ LLP, outside tside counsel to the Company, substantially in the form of Exhibit C, and (45) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) the Transfer Agent Instructions, in the form of Exhibit EF, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions") and the Letter Agreement, dated the date hereof, among the Purchasers and the Company in the form of Exhibit G (the "Letter Agreement"), ; and (B) each Purchaser will shall deliver to the Company: Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company for such purposeCompany, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement and Letter Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms The sale and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Receivables shall take place at a closing (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇Skadden, Arps, Slate, Meag▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")lom, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ur Times Square, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of New York 10036-6522 on the Closing is hereinafter referred Date, simultaneously with the closings under: [(a) the Sale and Servicing Agreement pursuant to as which the "Closing Date." (ii) At Purchaser will assign all of its right, title and interest in, to and under the ClosingReceivables, the parties shall deliver or shall cause Yield Supplement Agreement and other property to be delivered the following: Trust in exchange for the Notes and the Certificates; (Ab) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such PurchaserIndenture, pursuant to which such Purchaser shall have the right Trust will issue the Notes and pledge all of its right, title and interest in, to acquire shares of Common Stock, upon and under the terms and conditions set forth therein (collectivelyReceivables, the "Warrants"), Yield Supplement Agreement and certain other property to secure the Notes; (3c) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPTrust Agreement, outside counsel pursuant to which the Trust will issue the Certificates; (d) the Note Underwriting Agreement, pursuant to which the Purchaser will sell to the Company, in Note Underwriters the form of Exhibit C, Notes and (4e) an executed Registration Rights the Certificate Underwriting Agreement, dated pursuant to which the date hereofPurchaser will sell to the Certificate Underwriters the Certificates] [(a) the Pooling and Servicing Agreement pursuant to which (i) the Purchaser will assign all of its right, among title and interests in and to the Company Receivables and other property to the PurchasersTrustee for the benefit of the Certificateholders; and (ii) the Purchaser will deposit the foregoing into the Trust in exchange for the Class A Certificates and Class B Certificates; and (b) the Underwriting Agreement, in pursuant to which the form of Exhibit B Purchaser will sell to the underwriters named therein (the "Registration Rights AgreementUnderwriters"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights AgreementClass A Certificates]. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers Purchaser and the Purchasers shall, severally, and not jointly, Purchaser shall purchase from 200 shares of Preferred Stock (the Company the Debentures "SHARES") for an aggregate purchase price of $20,000,0002,000,000. The purchase price per Share shall be $10,000. The closing of the purchase and sale of the Debentures Preferred Stock (the "ClosingCLOSING") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing DateCLOSING DATE." (ii) At the Closing, the parties shall deliver or shall cause to be delivered to the following: (A) the Company shall deliver to each Purchaser: (1) Debentures stock certificates representing the Shares, registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock common stock purchase warrant, in the form of Exhibit D, registered in the name of such the Purchaser, pursuant to which such the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the issuance thereof to acquire 165,517 shares of Common StockStock at an exercise price per share of $4.35, upon the terms and conditions set forth therein subject to adjustment (collectively, the "WarrantsFIRST WARRANT"), (3) a common stock purchase warrant, in the form of EXHIBIT D, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the issuance thereof to acquire 110,345 shares of Common Stock at an exercise price per share of $5.25625, subject to adjustment (the "SECOND WARRANT" and, together with the First Warrant, the "WARRANTS"), (4) the legal opinion of ▇▇▇▇▇▇ Broad and ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, substantially in the form of Exhibit EXHIBIT C, and (45) all other documents, instruments and writings required to have been delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among between the Company and the PurchasersPurchaser, in the form of Exhibit EXHIBIT B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), and (5) the Irrevocable Transfer Agent Instructions, in the form of Exhibit EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"), ; and (B) each the Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement $2,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing by the Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject The Company agrees to sell to the Purchasers and, subject to the terms and conditions set forth hereof and in this Agreement, reliance upon the representations and warranties of the Company shall issue and sell contained herein or made pursuant hereto, each Purchaser agrees to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company Company, the Debentures for an number of Notes and Common Shares, as the case may be, set forth opposite such Purchaser's name on Schedule A attached hereto. The Notes shall be purchased at the aggregate purchase price of $20,000,000100% of the principal amount thereof. No further payment shall be required from the Purchasers for the Securities. 5 (b) The closing of the purchase and sale of the Debentures Notes and the Common Shares to be purchased by the Purchasers (the "Closing") shall will take place at the offices of Morg▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇ock▇▇▇ ▇▇▇▇▇▇▇▇▇"), 101 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 10:00 A.M., immediately following the execution hereof New York City time, on December 31, 1996 or such later other time and date as shall be mutually agreed to by the parties shall agreeCompany and the Majority Noteholders. The Such time and date of the Closing is hereinafter are herein referred to as the "Closing Date." (iic) At the Closing, the parties shall deliver or shall cause to be delivered the following: Closing (Ai) the Company shall will deliver to each Purchaser: (1) Debentures registered in the name of Purchaser a Note or Notes payable to such Purchaser (or its nominee, if any is specified on Schedule A hereto), and dated the Closing Date, in the aggregate principal amount indicated below set forth opposite such Purchaser's name on the signature page to this AgreementSchedule A hereto, (2ii) a Common Stock purchase warrant, in the form of Exhibit DCompany will deliver to each Purchaser, registered in the name of such Purchaser's name (or its nominee, pursuant to which such Purchaser shall have if any is specified on Schedule A hereto) a certificate evidencing the right to acquire shares number of Common Stock, upon the terms and conditions Shares set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below opposite such Purchaser's name on Schedule A hereto, and (iii) upon the signature page to Purchasers' receipt of all Notes and certificates evidencing Common Shares as set forth in clauses (i) and (ii) of this Agreement in United States dollars in Section 1.2(c), each Purchaser will deliver into an escrow account by wire transfer of federal or other immediately available funds by wire transfer an aggregate amount equal to an account designated in writing by the Company purchase price for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant set forth opposite such Purchaser's name on Schedule A attached hereto). Once the purchase price of the Securities is deposited into such escrow account, such funds are to this be disbursed in accordance with the terms of the Escrow Agreement to any Purchaser to the form of which Montrose Investments Ltd. shall not have previously agreed.is attached hereto as Exhibit B.

The Closing. (a) The Closing. (i) Subject to the terms and conditions set forth ----------- in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from an aggregate of 2,083,333 shares of Common Stock (the Company the Debentures "Shares") for an aggregate purchase price of ------ $20,000,0009,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") ------- shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇1290 Avenue of the Americas, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇New York ------------------ 10104, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."" ------------ (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures registered in the name number of such Purchaser in the aggregate principal amount Shares indicated below such each Purchaser's name on the signature page to of this Agreement, registered in the name of each such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such --------- Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) two Common Stock purchase warrants, in the ------------------ forms of Exhibit B-1 and Exhibit B-2, respectively, registered in the name of ----------- ----------- such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and conditions at the exercise price set forth therein (collectively, the "Closing Warrants" and together with the ---------------- Adjustable Warrants, the "Warrants"), (34) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome & -------- ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, substantially in the form of Exhibit ------- C, and (45) all other documents, instruments and writings required to be - delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B D (the --------- "Registration Rights Agreement"), and an escrow agreement among the Company, ----------------------------- Cardinal Securities, LLC and The Bank of New York (5the "Escrow Agent"), dated ------------ the date hereof (the "Escrow Agreement") Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each ---------------- --------- Purchaser will shall deliver to the Company: (1) to the Escrow Agent, for delivery in accordance with the Escrow Agreement, the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, pursuant to the Escrow Agreement, and (2) to the Company, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to On the contrary, second (2/nd/) Trading Day following the date that Company shall not sell any Securities notifies the Purchasers that the Underlying Shares Registration Statement (as defined herein) pursuant is first declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to the Purchasers, the number of Shares indicated below each Purchaser's name on the signature page of this Agreement, registered in the name of each such Purchaser, and (B) each Purchaser will deliver to the Escrow Agent, for delivery in accordance with the Escrow Agreement, the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to any Purchaser an account designated for such purpose, pursuant to which Montrose Investments Ltd. shall not have previously agreed.the Escrow Agreement

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from 600 shares of Preferred Stock (the Company the Debentures "SHARES") for an aggregate purchase price of $20,000,0006,000,000. The closing of the purchase and sale of the Debentures Shares (the "ClosingCLOSING") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE." On the Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures stock certificates, registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion opinions of Hunton & ▇▇▇▇▇▇▇▇, outside counsel to the Company, and ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside general counsel to the Company, each substantially in the form of Exhibit CEXHIBIT C-1 and EXHIBIT C-2, respectively, and (43) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit EXHIBIT B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), and (5) the Transfer Agent Instructions, in the form of Exhibit EEXHIBIT D, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS") and an executed Letter Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT E (the "LETTER AGREEMENT"), ; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement and Letter Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of P▇▇▇▇▇ B▇▇▇▇ LLP (“PB”) in Dallas, Texas, at 10:00 a.m. on the third (3rd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Article 9 hereof (other than those to be satisfied at the Closing) or on such other date as is mutually agreeable to the Buyer and Securityholder Representative. The date of the Closing is referred to herein as the “Closing Date.” (b) Upon the terms and subject to the conditions set forth in this Agreement, the Company parties hereto shall issue and sell consummate the following transactions as of the Closing: (i) each Stockholder shall deliver to the Purchasers Buyer all of the stock certificates representing the Shares held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers (or other form of assignment or transfer) or a duly executed lost stock affidavit in a form reasonably acceptable to the Buyer and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."Company; (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company Buyer shall deliver to each Purchaser: Stockholder, by wire transfer of immediately available funds to the account designated by such Stockholder, cash in an amount equal to such Stockholder’s Stockholder Closing Payment Amount; (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3iii) the legal opinion Buyer shall pay to each such Optionholder, by wire transfer of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel immediately available funds to the Companyaccount designated by such Optionholder, an amount equal to such Optionholder’s Optionholder Closing Payment Amount, less all applicable withholding Taxes; (iv) the Buyer shall deliver to the Securityholder Representative, for the benefit of the Securityholders in accordance with their respective Securityholder Allocation Percentages, by wire transfer of immediately available funds to the form Reserve Account, cash in an amount equal to the Initial Reserve Amount; (v) the Buyer shall pay on behalf of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the PurchasersSubsidiaries, all Indebtedness of the Company and the Subsidiaries set forth on Schedule 2.03(b)(v) hereto in accordance with the form of Exhibit B (the "Registration Rights Agreement"), payoff letters and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing other payment instructions provided by the Company for such purpose, and (2) an executed Registration Rights Agreement.or the Securityholder Representative; (iiivi) Notwithstanding anything herein to the contraryBuyer shall pay on behalf of the Company and the Securityholders, the Transaction Expenses set forth on Exhibit B hereto; and (vii) the Buyer, the Company and the Securityholders shall not sell any Securities (make such other deliveries as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedare required by and in accordance with Article 9 hereof.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") of the sale and purchase of the Shares under this Agreement shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ at 9:00 a.m. on the date of this Agreement, immediately following or at such other time, date and place as are mutually agreeable to the execution hereof or such later date as Company and the parties shall agreePurchasers. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) " At the Closing, the parties shall deliver or shall cause to be delivered the following: : (Aa) the Company shall deliver to each Purchaser: the Purchasers a certificate, as of the most recent practicable date, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware; (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3b) the legal opinion Company shall deliver to the Purchasers the Restated Certificate of Incorporation, as in effect as of the Closing Date, certified by the Secretary of State of the State of Delaware; (c) the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting to (i) the By-laws of the Company, and (ii) resolutions of the Board of Directors of the Company authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (d) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to for the Company, shall deliver to the Purchasers an opinion, dated the Closing Date, in the form attached hereto as Exhibit B; (e) the Company and the Purchasers shall execute and deliver the Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C (the "Investor Agreement"); (f) the Company, the Purchasers and the other parties thereto shall execute and deliver the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit D (the "Right of First Refusal Agreement"); (g) the Company shall deliver to each Purchaser a certificate for the number of Shares being purchased by such Purchaser, registered in the name of such Purchaser; (h) each Purchaser shall pay to the Company the purchase price for the Shares being purchased by such Purchaser, by wire transfer or certified check; and (i) the Company and each of the Purchasers shall execute and deliver a cross-receipt. (j) a representation letter executed by the President of the Company as to interests of "disqualified persons" in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.E.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") of the sale and purchase of the Shares under this Agreement shall take place at the offices of Hale ▇▇▇ Dorr ▇▇▇▇, 60 S▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ & , ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")▇ 9:00 a.m. on the date of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇or at such other time, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following date and place as are mutually agreeable to the execution hereof or such later date as Company and the parties shall agreePurchasers. The date of the Closing is hereinafter referred to as the "Closing Date."" At the Closing: (a) the Company shall deliver to the Purchasers a certificate, as of the most recent practicable date, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware; (b) the Company shall deliver to the Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (c) the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company, and (ii) At resolutions of the ClosingBoard of Directors and stockholders of the Company authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby. (d) Hale ▇▇▇ Dorr ▇▇▇, counsel for the Company, shall deliver to the Purchasers an opinion, dated the Closing Date, in the form attached hereto as EXHIBIT B; (e) the Company, the parties Founder and the Purchasers shall execute and deliver or the Investor Rights Agreement in the form attached hereto as EXHIBIT C (the "Investor Agreement"); (f) the Company, the Founding Stockholders (as defined therein) and the Purchasers shall cause to be delivered execute and deliver the following: Right of First Refusal and Co-Sale Agreement in the form attached hereto as EXHIBIT D (Athe "Right of First Refusal Agreement"); (g) the Company shall deliver to each Purchaser: (1) Debentures registered in Purchaser a certificate for the name number of such Purchaser in the aggregate principal amount indicated below Shares being purchased by such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such ; (h) each Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel pay to the CompanyCompany the purchase price for the Shares being purchased by such Purchaser, in the form of Exhibit C, by wire transfer or certified check; and (4i) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), Purchasers shall execute and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementa Cross-Receipt. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of 110,000 shares of Series B Preferred to be purchased by Sylvan and the Debentures ▇▇▇▇▇▇▇ Funds under this Agreement (the "Initial Closing") shall will --------------- take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP , Baltimore, Maryland at 10:00 A.M., Eastern time, on December 29, 2000, or such other time and date as shall be mutually agreed to by the Company and Sylvan, but in any event no later than December 30, 2000 (such time and date are herein referred to as the "▇Initial Closing Date"). -------------------- (b) Subject to the terms and conditions hereof, one or more subsequent closings (each, a "Subsequent Closing") of the purchase and sale of ------------------ the Shares to be purchased by any Future Investors will take place on or before March 31, 2001 at a time and place as are mutually agreeable to the Company and the Future Investors (each such time and date are herein referred to as a "Subsequent Closing Date"). Each such Future Investor shall execute a copy of ----------------------- this Agreement and shall be added to Schedule 1 hereto. Without the prior written consent of Sylvan and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")Funds, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following (i) the execution hereof or such later date as aggregate purchase amount of Shares purchased at the parties Initial Closing and all Subsequent Closings shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." not exceed $30 million and (ii) At the Closingpurchase price per share of Series B Preferred to purchased in any Subsequent Closing shall be equal to $100. (c) Subject to the terms and conditions hereof, on the parties shall deliver or shall cause to be delivered the following: Initial Closing Date and each Subsequent Closing Date (Ai) the Company shall will deliver to each Purchaser: (1) Debentures Purchaser a certificate registered in such Purchaser's name (or the name of such Purchaser in its nominee, if any, as specified on Schedule 1 hereto) evidencing the aggregate principal amount indicated below number of Shares set forth opposite such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement")Schedule 1, and (5ii) Transfer Agent Instructionsupon such Purchaser's receipt thereof, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each such Purchaser will deliver to the Company: Company a certified or official bank check (1or wire transfer) in an amount equal to the aggregate purchase price indicated below (as specified in Section 1(b) hereof) for the Shares to be purchased by such Purchaser's name on Purchaser payable to the signature page to this Agreement order of the Company in United States dollars in federal or other immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementfunds. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in of this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Company Common Stock to the Purchaser (the "“Closing"”) shall take place as soon as practicable, and in any event no later than three Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII hereof, unless extended by mutual agreement of the parties. The Closing shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (US) LLP, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & , ▇▇▇▇▇▇ LLP ("▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or at such other location as the parties hereto may agree. (b) At the Closing: (i) Purchaser shall deliver (A) an amount equal to the Purchase Price minus the sum of the Escrow Amount and the Reserve Fund to Paying Agent and (B) the Escrow Amount and the Reserve Fund to the Escrow Agent to be held in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds; (ii) Sellers shall deliver to Purchaser the stock certificates (or documentation reasonably acceptable to Purchaser in respect of any lost stock certificates) representing the Company Common Stock, duly endorsed (or accompanied by duly executed stock powers); (iii) Those individuals listed on Section 2.5(b)(iii) of the Disclosure Schedule shall submit their resignations as directors and officers of Company and its Subsidiaries, effective as of immediately prior to the Closing; (iv) Sellers’ Representative shall deliver to Purchaser a recent good standing certificate regarding Company from the office of the Secretary of State of Colorado; (v) Sellers’ Representative shall deliver to Purchaser a recent good standing certificate regarding Company Subsidiary from the office of the Secretary of State of Colorado; (vi) Sellers’ Representative shall deliver a certificate enclosing a copy of the charter and by-laws of each of Company and Company Subsidiary, requisite resolutions or authority of Sellers’ board of directors, board of managers, shareholder or members, as applicable, approving the transactions contemplated by this Agreement, and a certification as to incumbency of the signatories of Sellers executing and delivering this Agreement and the documents contemplated hereby and of Sellers’ Representative; (vii) Purchaser shall deliver a certificate enclosing a copy of the charter and by-laws of Purchaser, copies of requisite resolutions or authority of Purchaser’s board of directors, board of managers, shareholders or members, as applicable, approving the transactions contemplated by this Agreement, and a certification as to incumbency of the signatories of Purchaser executing and delivering this Agreement and the documents contemplated hereby; (viii) Sellers shall deliver the certificates required by Sections 7.2(a) and (b); and (ix) Purchaser shall deliver the certificates required by Sections 7.3(a) and (b). (x) Purchaser shall deliver to employees of the Company selected by Purchaser (in its discretion, but after consultation with ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, stock option agreements in the form set forth on Exhibit F annexed hereto evidencing options aggregating to a grant of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 300,000 shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementcommon stock. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000500,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.("Escrowee"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (iib) At Prior to the ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Escrowee for the benefit of the Purchasers (1) the Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such each Purchaser's name on the signature page to this Agreement, registered in the name of each such Purchaser, (2) a two Common Stock purchase warrantwarrants for every two dollars of principal amount indicated below each Purchaser's name on the signature page of this Agreement , each in the form of Exhibit D, registered in the name of such Purchaserthe appropriate Purchasers, pursuant to which such Purchaser the Purchasers shall have the right at any time and from time to time thereafter through the 3rd anniversary of the Closing Date to acquire an aggregate of 250,000 shares of Common Stock, upon the terms and conditions set forth therein at an exercise price per share (subject to adjustment as provided therein) equal to $.77 (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇Troop, Steuber, Pasich, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ , LLP, outside counsel to the Company, in the form of Exhibit Cacceptable to the parties hereto, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing by the Company pursuant to this Agreement, including (A) an executed Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (B) an executed Security Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit F (5the "Security Agreement"), (E) the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will shall deliver toEscrowee, for delivery to the Company: (1) Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement, Security Agreement. (iiic) Notwithstanding anything herein The Company and the Purchasers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the contraryRegistration Rights Agreement (the "Effective Date "), provided that the trading price of the Common Stock is at least $1.00 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Purchasers will be obligated to purchase, and the Company shall not be obligated to sell any and issue to the Purchasers, additional debentures ("Additional Debentures") in the aggregate principal amount of Five Hundred Thousand ($500,000) and additional warrants ("Additional Warrants") to purchase an aggregate of 250,000 shares of Common Stock for an aggregate purchase price of Five Hundred Thousand Dollars ($500,000), with the closing of such purchase to occur within thirty (30) days of the Effective Date. The terms of the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and the Warrants to be issued on the Closing Date, provided that the Initial Conversion Price (as defined in the Debentures) for the Additional Debentures shall be seventy-seven hundredths of one dollar ($.77). The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined hereinin the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.the Registration Rights Agreement

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company The Closing shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place be held at the offices of Simpson Thacher & Bartlett, 3373 Hillview Avenue, Palo Alto, Californ▇▇ (▇▇ ▇▇ ▇▇▇▇ oth▇▇ ▇▇▇▇▇▇ a▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇) ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇al time, immediately (1) as promptly as practicable (and in any event within two Business Days) following the execution hereof or such later date as the parties shall agree. The date day on which all of the Closing is hereinafter referred conditions set forth in Article 6 (other than conditions that by their terms are to be satisfied at the Closing) shall be fulfilled or waived in accordance herewith or (2) at such other time, date or place as the "Closing DateGlenayre and Purchaser may agree." (iib) At the Closing: (1) WMC Delaware shall execute the agreements and notes relating to the Term Facilities and the Revolving Facility and make the Term Borrowing and the Drawdown. (2) WMC Delaware shall pay to Glenayre the Redemption Price as set forth in Section 2.1(b), the parties shall deliver or shall cause to be delivered the following: (A) the Company and Glenayre shall deliver to each Purchaser: WMC Delaware certificates for all of the Redeemed Shares, together with accompanying stock powers duly endorsed in blank. (13) Debentures registered Glenayre shall deliver to Purchaser (i) certificates for all of the Purchased Common Shares, together with accompanying stock powers duly endorsed in blank , (ii) the name certificate referred to in Section 6.3(a), (iii) the consents referred to in Section 6.3(b), (iv) the assignment of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on Sunnyvale Lease from Glenayre Electronics to WMC, (v) certified copies of all resolutions adopted by the signature page to Board of Directors of Glenayre, GTI and/or Glenayre Electronics authorizing (as applicable) the execution, delivery and performance of this Agreement, the GTI Additional Agreements, the Glenayre Additional Agreement and the Glenayre Electronics Agreements and the Transactions, (2vi) a Common Stock purchase warrantthe resignations of the officers and directors of WMC listed on Schedule 2.2 of the Disclosure Schedules, in (vii) the form of Exhibit DTransition Services Agreement, registered in duly executed by GTI, (viii) the name of such PurchaserStockholders' Agreement, pursuant to which such duly executed by GTI, Glenayre and WMC Delaware, (ix) the License Agreement, duly executed by Glenayre Electronics and WMC and (x) the Assignment, duly executed by Glenayre Electronics and WMC. (4) Purchaser shall have (i) pay to Glenayre the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"Estimated Purchase Price as provided in Section 2.1(d), (3ii) deliver to Glenayre the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel certificate referred to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"Section 6.2(a), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein deliver to Glenayre certified copies of resolutions adopted by the contraryBoard of Directors of Purchaser authorizing the execution, the Company shall not sell any Securities (as defined herein) pursuant to delivery and performance of this Agreement and the Purchaser Additional Agreements and the Transactions and (iv) deliver to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedGlenayre the Stockholders' Agreement and the Transition Services Agreement, duly executed by Purchaser.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to closing (the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing "Closing") of the purchase and sale of the Debentures (Notes, the "Closing") shall Common Warrants, the Contingent Common Warrants and the Preferred Warrants, will take place at the offices of Morg▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇ock▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇ located at 101 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or ▇▇ such later time and date as shall be mutually agreed to by the parties shall agreeCompany and the Purchasers. The Such date of the Closing is hereinafter herein referred to as the "Closing Date"." (iib) At Subject to the Closingterms and conditions hereof, on the parties shall deliver or shall cause to be delivered the following: Closing Date, (Ai) the Company shall deliver to each Purchaser a Note or Notes, substantially in the form of Exhibit B, payable to such Purchaser (or its nominee as notified to the Company) and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser: 's name on Exhibit A, (1ii) Debentures Holdings shall deliver to each Purchaser Common Warrants to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A, evidenced by one or more Common Warrant certificates substantially in the form of Exhibit C, registered in the name of such Purchaser in (or its nominee as notified to Holdings) and dated the aggregate principal amount indicated below Closing Date, (iii) Holdings shall deliver to each Purchaser Preferred Warrants to purchase the number of shares of Series A Preferred set forth opposite such Purchaser's name on the signature page to this AgreementExhibit A, (2) a Common Stock purchase warrant, evidenced by one or more Preferred Warrant certificates substantially in the form of Exhibit D, registered in the name of such PurchaserPurchaser (or its nominee as notified to Holdings) and dated the Closing Date, pursuant (iv) Holdings shall deliver to which such each Purchaser shall have the right Contingent Common Warrants to acquire purchase shares of Common Stock, upon the terms and conditions Stock as set forth therein (collectivelyopposite such Purchaser's name on Exhibit A, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, evidenced by one or more Contingent Common Warrant certificates substantially in the form of Exhibit E, delivered registered in the name of such Purchaser (or its nominee as notified to Holdings) and acknowledged by dated the Company's transfer agent (the "Transfer Agent Instructions")Closing Date, and (Biv) each upon such Purchaser's receipt of such Notes, Common Warrants, Preferred Warrants and Contingent Common Warrants, such Purchaser will shall deliver to the Company: (1) Company by wire transfer an amount equal to the purchase price indicated below for such Purchaser's name on the signature page to this Agreement Notes, Common Warrants, Preferred Warrants and Contingent Common Warrants (in United States dollars each case as specified in Section 1(a)) in federal or other immediately available funds funds. (c) Each of the Purchasers, Holdings and the Company acknowledges that the Notes, Common Warrants, the Preferred Warrants and the Contingent Common Warrants constitute an "investment unit" within the meaning of Section 1273(c)(2) of the Code and thatHoldings and the Company will allocate the "issue price" (within the meaning of Section 1273(b) -3- 5 of the Code) of such investment unit, for all federal, state, local and foreign tax purposes, between the Notes, Common Warrants and Preferred Warrants as follows: (i) the price at which all of the Common Warrants are to be sold by wire transfer Holdings is $186,502.00, (ii) the price at which all of the Preferred Warrants are to an account designated in writing be sold by Holdings is $607,123.00, (iii) the price at which all of the Contingent Common Warrants are to be sold by Holdings is $1.00, and (iv) the price at which all of the Notes are to be sold by the Company for such purposeis $17,206,374.00. Each of the Purchasers, Holdings and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined hereinagrees to abide by Treasury Regulation ss. 1.1273-2(h)(2) pursuant with respect to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedsuch allocation of the issue price.

The Closing. (ia) Subject The Company agrees to sell to each Purchaser and, subject to the terms and conditions set forth hereof and in this Agreement, reliance upon the representations and warranties of the Company shall issue and sell contained herein or made pursuant hereto, each Purchaser agrees to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company Company, the Debentures number of Preferred Shares and Warrants set forth opposite such Purchaser's name on Schedule A hereto for an the aggregate purchase price of $20,000,000set forth opposite such Purchaser's name on Schedule A hereto (the "Purchase Price"). No further payment shall be required from the Purchasers for the Preferred Shares and the Warrants. (b) The closing of the purchase and sale of the Debentures Preferred Shares and the Warrants to be purchased by the Purchasers (the "Closing") shall will take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York at ▇▇:▇▇ ▇.▇., ▇ew ▇▇▇▇ ▇▇ty tim▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later ▇ time and date as shall be mutually agreed to by the parties shall agreeCompany and the Purchasers. The Such time and date of the Closing is hereinafter are herein referred to as the "Closing Date"." (iic) At the Closing, Closing (i) the parties shall Company will deliver or shall cause to be delivered the following: each Purchaser (A) the Company shall deliver to each Purchaser: (1) Debentures a certificate registered in the such Purchaser's name of (or in any such other name as such Purchaser in may request) evidencing the aggregate principal amount indicated below number of Preferred Shares set forth opposite such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), Schedule A hereto and (B) a certificate registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the number of Warrants set forth opposite such Purchaser's name on Schedule A hereto, and (ii) upon each Purchaser's receipt thereof, each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in Company by wire transfer of federal or other immediately available funds by wire transfer an aggregate amount equal to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementits respective Purchase Price. (iiid) Notwithstanding anything herein The Preferred Shares and the Warrants are being sold to the contrary, the Company shall not sell any Securities (as defined herein) Purchasers pursuant to this Purchase Agreement. The sale of Preferred Shares and Warrants to each Purchaser under the Purchase Agreement to is a separate sale. No Purchaser is an indispensable party or must otherwise be joined in any Purchaser to which Montrose Investments Ltd. shall not have previously agreedaction by any and/or all of the Purchasers seeking enforcement against the Company of any covenants or obligations hereunder.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Recapitalization (the "“Closing"”) shall will take place at the offices of Cravath, Swaine & ▇▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇at 2:00 P.M., immediately following the execution hereof New York City time, on June 28, 2002 or such later time and date as shall be specified by the parties shall agreeCompany and mutually agreed to by the Investors (with at least 48 hours notice). The Such time and date of the Closing is hereinafter are herein referred to as the "“Closing Date”." (iib) At the Closing, the parties shall deliver or shall cause Subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein hereof, on the Closing Date (collectively, the "Warrants"), (3i) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: Investor (1x) a certificate registered in the Investor’s name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing the number of shares of Common Stock set forth opposite the Investor’s name on Schedule 1 hereto, (y) a certificate registered in the Investor’s name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing the number of Shares set forth opposite the Investor’s name on Schedule 1 hereto and (z) a wire transfer in an amount equal to the amount set forth opposite the Investor’s name on Schedule 1 hereto and (ii) the purchase price indicated below such Purchaser's Investor will deliver to the Company (x) certificates evidencing the number of whole shares of Series A Preferred Stock set forth opposite the Investor’s name on Schedule 1 hereto and (y) certificates evidencing the signature page number of Warrants set forth opposite the Investor’s name on Schedule 1 hereto. At least seven (7) calendar days prior to this Agreement in United States dollars in immediately available funds by the Closing Date, the Investor shall provide the Company with current wire transfer instructions for payment of the cash portion of the consideration to an account designated be paid in writing by the Recapitalization and any future cash dividends paid in respect of the Series B Preferred Stock. As long as the Investor continues to hold Shares, the Investor shall provide the Company promptly with any updated wire transfer instructions for payment of dividends in respect of such purpose, and (2) an executed Registration Rights AgreementShares. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (a) The Closing. (i) Subject to the terms and conditions set forth in ----------- this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from an aggregate of 2,000,000 shares of Common Stock (the Company the Debentures "Shares") for an aggregate purchase price of ------ $20,000,0003,500,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") ------- shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇1290 Avenue of the Americas, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇New York ------------------ 10104, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."" ------------ (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures registered in a stock certificate representing 57.143% of the name number of such Purchaser in the aggregate principal amount Shares indicated below such Purchaser's name on the signature page to of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a ------------------ Common Stock purchase warrant, in the form of Exhibit B, registered in the name --------- of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock upon the terms and in such number as set forth therein (each a "Vesting Warrant"), (4) a Common Stock purchase warrant, in the --------------- form of Exhibit C, registered in the name of such Purchaser, pursuant to which --------- such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and conditions at the exercise price set forth therein (collectivelyeach, a "Closing Warrant" and together with the Adjustable Warrants and the Vesting --------------- Warrant, the -1- "Warrants"), (35) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Stoel Rives LLP, outside counsel to the -------- Company, substantially in the form of Exhibit CF, (46) an executed Registration --------- Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B D (the "Registration Rights Agreement"), and (57) the Transfer --------- ----------------------------- Agent Instructions, in the form of Exhibit E, executed by the Company and --------- delivered to and acknowledged by the Company's transfer agent (the "Transfer -------- Agent Instructions"), and (8) the Escrow Agreement (the "Escrow Agreement") of ------------------ ---------------- even date hereof, among the Company, ▇▇▇▇▇▇ Capital Group, Ltd. and LaSalle Bank National Association (the "Escrow Agent"); and (B) each Purchaser shall deliver ------------ to the Escrow Agent for delivery in accordance with the Escrow Agreement) (1) 57.143% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer as designated in the Escrow Agreement for such purpose, and (2) an executed Registration Rights Agreement. (iii) Within five Trading Days following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein) and provided, that the -------- Underlying Shares Registration Statement was declared effective within 60 days after the Closing Date, (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 42.857% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Company: (1) , 42.857% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing consummation of the purchase and sale of the Debentures transactions contemplated by this Agreement (the "“Closing"”) shall take place at the offices The Law Offices of ▇▇▇C▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ on or before March 9, 2007 (the “Closing Date”) or at such other place or date and time as may be agreed to by the parties hereto. The following conditions are a part of this Agreement and must be completed on the Closing Date, or such other date specified by the parties: (a) P▇▇▇ ▇▇▇▇▇▇▇▇ LLP and F▇▇▇ ▇▇▇▇▇, shall be appointed to, and shall be the sole members of, the Board of Directors of T HOLDINGS. ("b) P▇▇▇ ▇▇▇▇▇▇▇▇, F▇▇▇ ▇▇▇▇▇ and L▇▇▇ ▇▇▇▇▇▇ shall resign as officers of TIMESHARE and the following shall be appointed as officers of T HOLDINGS: NAME POSITION P▇▇▇ ▇▇▇▇▇▇▇▇ Chief Executive Officer F▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇ Chief Financial Officer L▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date Secretary Within 30 days of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the Company agrees to file with the U.S. Securities and Exchange Commission and use its best efforts to make effective, a Registration Statement on Form SB-2 or other appropriate form (“Registration Statement”) to register for resale certain number of shares as agreed upon by all parties shall deliver or shall cause prior to Closing. The Parties agree that the T HOLDINGS shares to be issued and the TIMESHARE shares to be delivered to T HOLDINGS for the following: (A) purpose of this Acquisition shall be held in escrow pending effectiveness of the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in Registration Statement. Exhibit ”C” hereto is the form of Exhibit DEscrow Agreement to be entered by the parties. Should the Registration Statement not be declared effective by November 1, registered in the name of such Purchaser2007, pursuant to which such Purchaser this Agreement shall have the right to acquire be rescinded and all shares of Common Stock, upon T HOLDINGS issued to TIMESHARE Shareholders shall be returned to T HOLDINGS and cancelled and the terms and conditions set forth therein (collectivelyshares of TIMESHARE held by T HODLINGS shall be returned to the TIMESHARE Shareholders. Also, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company directors and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreementofficers appointed at Closing shall resign. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from an aggregate of 500 shares of Preferred Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,0005,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇v▇▇▇▇▇"), ▇▇▇▇ 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures stock certificates, registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock, upon Stock indicated below such Purchaser's name on the terms and conditions set forth therein signature page to this Agreement (collectively, the "Warrants"), (3) the legal opinion of Parr ▇▇▇d▇▇▇▇ ▇▇▇▇▇▇▇w▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇ove▇▇▇▇, ▇▇ LLP, outside ▇tside counsel to the Company, Company in the form of Exhibit C, and (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), ) and (5) the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Shares described in Section 1 hereof (the "ClosingCLOSING") shall take place on or before February ___, 2005, (the "Closing Date") at the offices of Bondy & Schloss LLP, located at 60 East 42nd Street, 37th Floor, ▇▇▇ ▇▇ork, NY 10165, or at such o▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇. ▇▇ ▇he Closing: (a) Seller, or Seller's representative(s), will, prior to the Closing deliver to Sam Gallo, Esq. ("Gallo"), in-house general counsel for Utix Group, ▇▇▇., ▇ stock cert▇▇▇▇▇te representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of transfer, in proper form for transfer, with all signatures guaranteed, free and clear of all liens, charges, claims or other encumbrances of any nature, other than those restrictions set forth in the Lock-Up Agreement (as defined herein) (collectively "LIENS"); and (b) Upon Gallo's receipt of the stock certificate representing the S▇▇▇▇▇, he shall promptly notify Purchasers and Purchasers' representatives via email (with a copy of such email to Seller and her counsel at trosedale@brllegal.com) that Seller has complied with Section 2(a). ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ ▇allo confirming receipt of the certificates representing the S▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"or Purchasers' representative(s), will promptly (and (5in no event later than the end of the next business day) Transfer Agent Instructions, in deliver the form Purchase Price by wire transfer of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights AgreementSeller. (iiic) Notwithstanding anything herein Once Gallo confirms Seller's receipt of the Purchase Price, Gallo sha▇▇, within twenty-four hours of the Closing Date, release ▇▇▇ ▇ertificates and other instruments set forth in Paragraph 2(a) to the contraryPurchasers. Purchasers and Gallo agree and covenant that all stock certificates issued to Purcha▇▇▇▇ with respect to the Shares shall bear legends substantially similar to the legends currently imprinted on Seller's stock certificate. In the event Seller does not receive the Purchase Price by the Closing Date, Gallo shall promptly return the Company shall not sell any Securities (as defined herein) pursuant Purchase Price to this Agreement Purchaser and the s▇▇▇▇ certificate, stock powers and related items and documents to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedSeller.

The Closing. (a) THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures an aggregate of up to 30,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $20,000,0003,000,000. The closing of the purchase and sale of the Debentures (the "Closing") such securities shall take place at one or more closings (collectively, the "CLOSING") at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇R&P"), The Chrysler Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date or dates as the parties shall agree. The date of the each Closing is hereinafter referred to as the a "Closing DateCLOSING DATE." (ii) At the each Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures a stock certificate registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement ("PURCHASE PRICE") by 100, (2) a Common Stock purchase warrant, in the form of Exhibit DEXHIBIT C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares the number of Common Stock, upon Warrant Shares (as defined in the terms and conditions set forth therein Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WarrantsWARRANTS"), (3) the legal opinion an executed copy of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit EXHIBIT B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), and (54) Transfer Agent Instructions, in the form of Exhibit EEXHIBIT D, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"), (5) a legal opinion of R&P, in the form of EXHIBIT E attached hereto, (6) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, and (7) copies of the executed Lock-Up Agreements, in the form of EXHIBIT F (the "LOCK-UP AGREEMENTS"), as more fully described in this Agreement; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed copy of this Agreement and the Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇, 1055 ▇▇ LLP ("▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately mediately following the execution hereof or such later date or at such other place as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (iib) At the Closing, the parties shall deliver or shall cause to be delivered the following: (Ai) the Company shall deliver to each Purchaser: the Purchaser (1) Debentures a stock certificate representing 15,000 Shares registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock five year common stock purchase warrant, warrant in the form of Exhibit DB (the "Warrant") entitling the Purchaser to purchase an aggregate of 120,000 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), at an exercise price equal to 120% of the Per Share Market Value on the Closing Date, registered in the name of such the Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇▇▇▇ LLP, outside counsel to the Company, substantially in the form of Exhibit C, dated the Closing Date, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among between the Company and the PurchasersPurchaser, in the form of Exhibit B D (the "Registration Rights Agreement"), and (5) the Irrevocable Transfer Agent Instructions, dated the Closing Date, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (Bii) each the Purchaser will shall deliver to the Company: Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement $1,500,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purposepurpose prior to the Closing Date (the "Purchase Price") less the amounts referred to in Section 4.1, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement, Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures an aggregate of 400 shares of Preferred Stock ("Shares") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of $20,000,0004,000,000. The closing of the purchase and sale of the Debentures such securities (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇v▇▇▇▇▇"), ▇▇▇▇ 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures a stock certificate registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit DC-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares the number of Common Stock, upon Warrant Shares (as defined in the terms and conditions set forth therein Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "Closing Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit C-2, registered in the name of such Purchaser, pursuant to which, such Purchaser shall have the right to acquire shares of Common Stock pursuant to the terms thereof (collectively, the "Vesting Warrants", and together with the Closing Warrants, the "Warrants"),(3) the legal opinion of ▇▇▇Higham, McConnell& Dunn▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, Company in the form of Exhibit CD, (4) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed copy of this Agreement and Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Shares and the Warrants shall take place at a closing (the "ClosingCLOSING") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Deutsch LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇on July 1, immediately following the execution hereof 2003, or at such later other location or on such other date as the parties shall Company and the Purchasers may mutually agree. The date and time of the Closing is hereinafter are referred to as herein as, the "Closing DateCLOSING DATE." (iib) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company Purchasers shall deliver to each Purchaser: the Company (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2i) a Common Stock purchase warrant, in portion of the form of Exhibit D, registered in the name of such Purchaser, pursuant Purchase Price equal to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein Fourteen Million Dollars (collectively, the "Warrants"$14,000,000), (3) the legal opinion via wire transfer of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel immediately available funds to an account designated by the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the PurchasersPurchasers unconditionally and irrevocably agree and promise to pay the remaining portion of the Purchase Price of One Million Dollars ($1,000,000), via wire transfer in immediately available funds to an account designated by the form of Exhibit B Company, not later than 14 days following the Closing Date (the "Registration Rights AgreementDEFERRED PAYMENT"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1ii) the purchase price indicated below such Purchaser's name on the signature page to documents set forth in Section 6.02 of this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (c) The Company shall deliver or cause to be delivered to the Purchasers, at the Closing (i) or as soon as practicable thereafter, certificates representing the Shares, in definitive form and registered in the Purchasers' respective names or such names as the Purchasers shall request, against payment of the Purchase Price, (ii) or as soon as practicable thereafter, the Warrants, duly executed by the Company; provided that, with respect to the foregoing clauses (i) and (ii), the Company, without releasing the Purchasers' obligation to pay the Deferred Payment, shall not be obligated to deliver such portions of the Shares and the Warrants as the Deferred Payment bears to the Purchase Price until the Company receives the Deferred Payment, and (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to documents set forth in Section 6.01 of this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedAgreement.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreementhereof, the Company shall issue and sell to closing (the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing "Closing") of the purchase and sale of the Debentures (the "Closing") shall Notes and Warrants will take place at the offices of ▇▇▇▇▇▇▇Warren Cameron Faust & Asciutto, P.C. at such time and date as shall b▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇by ▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following pany and the execution hereof or such later date as the parties shall agreePurchasers. The date of the Closing is hereinafter Such times and dates are herein referred to as the "Closing Dates" and individually as a "Closing Date." (iib) At the Closing, the parties shall deliver or shall cause Subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein hereof, on each Closing Date (collectively, the "Warrants"), (3i) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPCompany will deliver to each Purchaser (A) a Note or Notes, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, substantially in the form of Exhibit B hereto for Class 1 and Exhibit D for Class 2, payable to such Purchaser (or its nominee as notified to the "Registration Rights Agreement"Company), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and (5B) Transfer Agent Instructions, a Warrant or Warrants evidenced by certificates substantially in the form of Exhibit EC hereto for Class 1 and dated the Closing Date, delivered to and acknowledged by for the number of shares of the Company's transfer agent (the "Transfer Agent Instructions")Common Stock set forth opposite such Purchaser's name on Exhibit A, and (Bii) each upon such Purchaser's receipt thereof, such Purchaser will deliver to the Company: (1) Company by wire transfer an amount equal to the purchase price indicated below for such Purchaser's name on Notes and Warrants (as specified in Section 1(a) hereof) payable to the signature page to this Agreement in United States dollars order of the Company in immediately available funds funds. Class 2 Warrants, if elected, substantially in the form of Exhibit E will be dated the Closing Date, but will not be determined as to number of shares or delivered until the applicable Class 2 Note has been repaid by the Company. (c) As an alternative to Section 2(b), upon receipt of a Purchaser's signed copy of this Agreement, the Company will sign the Agreement, the Note and the Warrants, as applicable, and will instruct the Agent to communicate to the Purchaser that such documents have been signed and the Agent has obtained a perfected interest in the Collateral. Thereafter, upon the Company's receipt by wire transfer of the purchase price for the Note and Warrants, the Company will deliver the signed Agreement, Note and Warrants, as applicable, to the Purchaser. (d) The Purchasers acknowledge that the Notes and the Warrants constitute an account designated in writing investment unit" within the meaning of Section 1273(c)(2) of the Code and that the Company will allocate the "issue price" (within the meaning of Section 1273(b) of the Code) of such investment unit, for all Income Tax purposes, between the Notes and Warrants as follows: (i) the price at which each of the Warrants were sold by the Company for such purpose, is $0.06 per Warrant and (2ii) an executed Registration Rights Agreementthe price at which each $1 in principal of the Notes were sold is $1 less the multiple of $0.06 and the number of Shares set forth on Exhibit A for each Purchaser. Each Purchaser agrees to abide by Treasury Regulation ss. 1. 1273-2(h)(2) with respect to such allocation of the issue price. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, shall purchase from an aggregate of 845,594 shares of Common Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,00010,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇v▇▇▇▇▇"), ▇▇▇▇ 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures registered in a stock certificate representing the name number of such Purchaser in the aggregate principal amount Shares indicated below such Purchaser's name on the signature page to of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and conditions set forth therein therein, at an exercise price per share (collectivelysubject to adjustment as provided therein) of $14.235 (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (34) the legal opinion of ▇Stra▇▇▇▇▇ ▇▇▇c▇ ▇▇▇▇▇ Frome ▇▇▇▇▇▇▇l▇▇▇ & ▇aut▇, ▇▇▇▇▇▇ LLP, outside tside counsel to the Company, substantially in the form of Exhibit C, and (45) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B D (the "Registration Rights Agreement"), and (5) the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), ; and (B) each Purchaser will shall deliver to the Company: Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company for such purposeCompany, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Securities (as defined below) (the "Closing") shall take place at the offices of Kronish Lieb ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇n▇▇ & ▇ell▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ P, 1114 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date or different location as the parties shall agreeagree in writing, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) " At the Closing, the parties Company shall deliver or shall cause sell and issue to be delivered the following: Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, an aggregate principal amount of 2 3 $4,000,000 of Debentures and Warrants to purchase up to 340,000 shares of Common Stock for an aggregate purchase price of $4,000,000 (Athe "Purchase Price"). (b) At the Closing (a) the Company shall deliver to each Purchaser: Purchaser (1) Debentures (in definitive form) in the denominations specified on Schedule 1 attached hereto, each registered in the name of such Purchaser, (2) a warrant agreement representing the Warrants purchased by such Purchaser in the aggregate principal amount indicated below as set forth next to such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit DSchedule 1 attached hereto, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPand all other documents, outside counsel instruments and writings required to have been delivered at or prior to the Company, in Closing by the form of Exhibit C, (4) an executed Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B C annexed hereto (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (Bb) each Purchaser will shall deliver to the Company: (1) Company the purchase price indicated below such Purchaser's portion of the Purchase Price set forth next to its name on the signature page to this Agreement Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purposepurpose on or prior to the Closing Date, and (2) an executed all documents, instruments and writings required to have been delivered at or prior to the Closing by such Purchaser pursuant to this Agreement and the Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The initial closing of the sale and purchase and sale of the Debentures (the "Closing") Preferred Stock pursuant to this Agreement shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇, LLP, outside counsel ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on May 14, 2003, or at such other time, date, and place as are mutually agreeable to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B Purchasers (the "Registration Rights Agreement"“Initial Closing”), . The date of the Initial Closing is hereinafter referred to as the “Initial Closing Date.” (b) The subsequent closing of the sale and (5) Transfer Agent Instructions, in purchase of the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page Preferred Stock pursuant to this Agreement shall take place at the offices of ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within three (3) business days after the date on which the condition set forth in United States dollars in immediately available funds by wire transfer Section 6.4 has been satisfied or waived, or at such other time, date, and place as are mutually agreeable to an account designated in writing by the Company for such purposeand the Purchasers (the “Subsequent Closing”, and (2) an executed Registration Rights Agreementtogether with the Initial Closing, each a “Closing”). The date of the Subsequent Closing is hereinafter referred to as the “Subsequent Closing Date” and together with the Initial Closing Date, each a “Closing Date.” (iiic) Notwithstanding anything herein to the contraryAt each Closing, the Company shall not sell any Securities deliver, or shall cause its transfer agent to deliver, to each Purchaser within ten (as defined herein10) pursuant to days of such Closing a certificate registered in the name of each Purchaser representing the Shares being purchased by such Purchaser at such Closing. As payment in full for the Preferred Stock being purchased by such Purchaser under this Agreement and against delivery of the stock certificate or certificates therefor, on the Closing Date each Purchaser shall deliver to the Company a check payable to the order of the Company or wire transfer of such sum to the account of the Company the amount set forth opposite the name of such Purchaser with respect to such Closing under the header “Aggregate Purchase Price for the Shares to Be Purchased” on Schedule I. If at the Closing any Purchaser to which Montrose Investments Ltd. of the conditions specified in Section 5.1-5.5 of this Agreement shall not have previously agreedbeen fulfilled or waived, each Purchaser shall, at its election, be relieved of all of its obligations under this Agreement with respect to such Closing without thereby waiving any other right it may have by reason of such failure or such non-fulfillment. If at the Closing any of the conditions specified in Section 6 of this Agreement shall not have been fulfilled or waived, the Company shall, at its election, be relieved of all of its obligations under this Agreement without thereby waiving any other right it may have by reason of such failure or such non-fulfillment.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers Purchaser and the Purchasers shall, severally, and not jointly, Purchaser shall purchase from the Company the Debentures for an aggregate purchase price of $20,000,0003,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (the "▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ESCROW AGENT"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or other place as mutually agreed immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing DateCLOSING DATE." (ii) At Prior to the Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of EXHIBIT E (the "ESCROW AGREEMENT"), including the following: (A) the Company shall deliver to each Purchaser: (1) the Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock common stock purchase warrant, in the form of Exhibit EXHIBIT D, registered in the name of such the Purchaser, pursuant to which such the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the Original Issue Date to acquire 120,000 shares of Common Stock, upon the terms and conditions set forth therein Stock at an exercise price per share of $3.923 (collectively, the "WarrantsWARRANT"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, LLP outside counsel to the Company, substantially in the form of Exhibit EXHIBIT C, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among between the Company and the PurchasersPurchaser, in the form of Exhibit EXHIBIT B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), and (5) the Irrevocable Transfer Agent Instructions, in the form of Exhibit EEXHIBIT F, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"), ; and (B) each the Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement $3,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement; and (C) each party hereto shall deliver all other executed instruments, agreements and certificates as are required to be delivered hereunder by or on their behalf at the Closing. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ at 10:00 a.m. on the last business day of the month in which the last of the conditions set forth in Article VII is satisfied or waived (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by Buyer and Sellers’ Representative, in which case Closing Date means the date so agreed. The failure of the Closing will not ipso facto result in termination of this Agreement and will not relieve any party of any obligation under this Agreement. The Closing will be effective as of 12:01 a.m. on the first day of the calendar month following the Closing Date. (b) Subject to the terms and conditions set forth in this Agreement, on the Company shall issue Closing Date: (i) Sellers will deliver to Buyer: (A) certificates representing all of the Shares, free and sell clear of all Encumbrances, duly endorsed or accompanied by duly executed stock powers; (B) a certificate of Sellers dated the Closing Date stating that the conditions set forth in subsections (a) through (l) of Section 7.1 have been satisfied; (C) the minute books, stock or equity records, corporate seal and other materials related to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price corporate administration of $20,000,000. The closing each of the purchase Companies or any Subsidiary; (D) the books and sale records of each of the Debentures (Companies and any Subsidiary in the "Closing") shall take place possession of any Seller or not otherwise located at the offices of the Companies or any Subsidiary; (E) proof that any Indebtedness required by Section 7.1(b) to be repaid prior to Closing has been paid and all guarantees or Encumbrances related to any such Indebtedness have been released; (F) resignations in writing (effective as of the Closing Date) from such of the officers and directors of each of the Companies and the Subsidiaries as Buyer may have requested prior to the Closing Date; (G) the Escrow Agreement, duly executed by Sellers’ Representative and the Escrow Agent; (H) the Noncompetition Agreements in the form attached hereto as Exhibit C, duly executed by ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ; ("▇▇▇I) proof that the Subsidiary Equity Interests have been distributed to the Sellers pursuant to Section 7.1(d); (J) pursuant to Section 7.1(e), (1) re-audited consolidated financial statements for CS&L and BCC (and any Subsidiary as required) for the two (2) most recently completed fiscal years as of the Closing Date and reviewed interim financial statements for the most recently completed quarter, if required, in a form and condition satisfactory to Buyer as may be required to be included in the Buyer’s periodic reports to be filed with the Securities and Exchange Commission (the “SEC”) and (2) consent, if required, from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ for the Buyer to use the 2007 Financial Statements and the Financial Statements in any of Buyer’s current or periodic reports with the SEC; (K) any agreements required to be executed by the Sellers according to Article X of this Agreement; (L) proof that all Required Consents have been obtained; (M) the ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇Release, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel and his spouse; and (N) any other instruments of transfer or other documents related to the Companytransactions contemplated by this Agreement reasonably requested by Buyer, in the form of Exhibit C, (4) an duly executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's Sellers. (ii) Buyer will deliver to Sellers: (A) the Estimated Purchase Price minus the Escrow Funds and minus any Sellers’ Obligations set forth on Schedule 1.5(b)(ii)(A) attached hereto which includes estimates of certain of those amounts owed by Sellers pursuant to the terms of the Agreement that will be paid by Buyer on behalf of Sellers prior to distribution of the Estimated Purchase Price to the Sellers by wire transfer agent of immediately available funds to the accounts designated by Sellers’ Representative to Buyer (the "Transfer Agent Instructions"allocated among Sellers in accordance with Exhibit D), and ; (B) each Purchaser will deliver a certificate of an appropriate officer of Buyer dated the Closing Date stating that the conditions set forth in Section 7.2 have been satisfied; (C) the text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer; (D) the Escrow Agreement, duly executed by Buyer; (E) any agreements required to be executed by the Buyer according to Article X of this Agreement; and (F) any other instruments or other documents related to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing transactions contemplated by the Company for such purposeAgreement reasonably requested by Seller, and (2) an duly executed Registration Rights Agreementby the Buyer. (iii) Notwithstanding anything herein Buyer will deposit the funds to be placed in the contraryBalance Sheet Escrow and the Indemnification Escrow by wire transfer of immediately available funds into the Escrow Fund to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) The Confidentiality Agreement will terminate effective as of the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedClosing Date.

The Closing. (ia) Subject The completion of the purchase and sale of the Shares (the “Closing”) shall occur at a place and time (the “Closing Date”) to be specified by the terms Company, and conditions set forth of which the Purchaser will be notified in this Agreementadvance by the Company. At the Closing, the Purchaser shall purchase from the Company, and the Company shall issue and sell to the Purchasers and Purchaser, Shares in an amount set forth on the Purchasers shallPurchaser’s signature page attached hereto. The Closing is expected to occur on June 21, severally2010. At the Closing, and not jointly, purchase from (a) the Company shall cause Computershare Trust Company, N.A., the Debentures for an Company’s transfer agent (the “Transfer Agent”) to deliver to the Purchaser the number of Shares set forth on the Purchaser’s signature page attached hereto registered in the name of the Purchaser or, if so indicated on the Purchaser’s signature page attached hereto, in the name of a nominee designated by the Purchaser and (b) the aggregate purchase price of $20,000,000. The closing for the Shares being purchased by the Purchaser will be delivered by or on behalf of the Purchaser to the Escrow Agent. (b) No later than one (1) business day prior to the Closing Date (provided that such deadline shall not be earlier than June 18, 2010), the Purchaser shall remit by wire transfer the amount of funds equal to the aggregate purchase and sale price for the Shares being purchased by the Purchaser to the following account designated by the Company pursuant to the terms of the Debentures that certain Escrow Agreement (the "Closing"“Escrow Agreement”) shall take place at dated as of June 15, 2010, by and among the offices Company and the Transfer Agent (as escrow agent, the “Escrow Agent”): Bank: Bank of America, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ABA: Swift Code: For further credit to account #: Attn: Computershare Trust Company, immediately following NA as Escrow Agent for Clients Ref: Pharmacyclics Escrow Such funds shall be held in escrow until the execution hereof or such later date as Closing and delivered by the parties shall agree. The date Escrow Agent on behalf of the Closing is hereinafter referred Purchaser to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in upon the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrantsatisfaction, in the form reasonable judgment of Exhibit Dthe Company, registered in of the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date Article V hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The Any closing of the purchase and sale of the Debentures (the "Closing") hereunder shall take place on the date specified by the Grantee in its Stock Exercise Notice or Cash Exercise Notice or as specified in Section 1(d), as the case may be, at 10:00 A.M., local time, at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇, outside counsel to 125 Broad Street, New York, New York, or, if the Company, conditions set forth in the form of Exhibit CSection 2(a), (4b) an executed Registration Rights Agreementor (c) have not then been satisfied, dated on the date hereofsecond business day following the satisfaction of such conditions, among or at such other time and place as the Company and the Purchasers, in the form of Exhibit B parties hereto may agree (the "Registration Rights AgreementClosing Date"). On the Closing Date, and (5i) Transfer Agent Instructions, in the form event of Exhibit Ea closing pursuant to Section 1(b) hereof, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser Grantor will deliver to the Company: (1) Grantee a certificate or certificates, representing the purchase price indicated below such Purchaser's name on Shares in the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account denominations designated in writing by the Company for Grantee in its Stock Exercise Notice and the Grantee will purchase such purposeShares from the Grantor at the price per Share equal to the Purchase Price, and (2ii) in the event of a closing pursuant to Section 1(c) hereof, the Grantor will deliver to the Grantee cash in an executed Registration Rights Agreement. amount determined pursuant to Section 1(c) hereof; or (iii) Notwithstanding anything herein in the event of a closing pursuant to Section 1(d) hereof, the Grantor will deliver to the contraryGrantee cash in an amount determined pursuant to Section 1(d) hereof. Any payment made by the Grantee to the Grantor, or by the Company shall not sell any Securities (as defined herein) Grantor to the Grantee, pursuant to this Agreement shall be made by certified or official bank check or by wire transfer of federal funds to a bank designated by the party receiving such funds. (b) The Grantee agrees not to transfer or otherwise dispose of the Option or the Shares, or any Purchaser interest therein, except in compliance with the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities law. The Grantee further agrees that the certificates representing the Shares shall bear an appropriate legend relating to which Montrose Investments Ltd. shall the fact that such Shares have not have previously agreedbeen registered under the Securities Act.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures transactions contemplated hereby (the "Closing") shall take place at the New York offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Dechert Price & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇Rhoa▇▇, ▇▇▇ ▇▇▇▇mmencing at 9:00 a.m., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇local time, immediately following the execution hereof on October 31, 1996, or at such later other time and/or place and/or on such other date as the parties shall agree. The date of the Closing is hereinafter referred to as may mutually agree (the "Closing Date"), which, in any event, shall not be later than November 20, 1996. The effective time of the transactions contemplated hereby shall be deemed to be the opening of business on the Closing Date." (b) At the Closing, Company Stockholders shall deliver certificates representing their shares of Holding Company Stock to the Holding Company, duly endorsed for transfer or accompanied by duly executed stock transfer powers, free and clear of all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances of whatever nature and the Holding Company: (i) shall pay to a commercial bank with a minimum capital and surplus of at least $200 million designated prior to Closing by Company Stockholders' Agent, as escrow agent (the "Escrow Agent"), each Company Stockholders' Escrow Share as set forth opposite such Company Stockholder's name on Schedule 1.2 (which equals $4,948,130.06 in aggregate cash and shares of the Class A Stock and, if necessary, shares of the Preferred Stock with an aggregate value of $51,870.15) to hold in escrow pursuant to an Escrow Agreement in the form of Exhibit 1.3 hereto (the "Escrow Agreement") which shall be executed at the Closing by the Holding Company, Company Stockholders and the Escrow Agent, (ii) shall pay to each Company Stockholder the cash to be received by such Company Stockholder pursuant to Section 1.2, by wire transfer of immediately available funds to an account which shall be designated by each such Company Stockholder to the Holding Company at least three business days prior to the Closing Date, and (iii) shall deliver certificates representing the Class A Stock, Preferred Stock and Debentures to be received by such Company Stockholder pursuant to Section 1.2 (less such Company Stockholder's Escrow Share if such Escrow Share is in stock). (c) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Holding Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to CVC against payment therefor, certificates representing the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds Class A Stock, Class B Stock, Preferred Stock and Debentures being purchased by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) CVC pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedSection 1.2(b).

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from an aggregate of 854,701 shares of Common Stock (the Company the Debentures "Shares") for an aggregate purchase price of $20,000,0004,000,000. The closing of the purchase and sale of the Debentures Shares (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇v▇▇▇▇▇"), ▇▇▇▇ 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures registered in a stock certificate representing 75% of the name number of such Purchaser in the aggregate principal amount Shares indicated below such Purchaser's name on the signature page to of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit DA, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common StockStock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 75% of the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and conditions at the exercise price set forth therein (collectivelyeach, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (34) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ Patterson, Belknap, Webb & ▇▇▇▇▇▇▇ yler LLP, outside counsel to the Company, substantially in the form of Exhibit CE, (45) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B C (the "Registration Rights Agreement"), ) and (56) the Transfer Agent Instructions, in the form of Exhibit ED, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) 75% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement. (iii) Within five Trading Days following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein) and the Company has complied with its obligations under Section 3.1(b), (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, (x) a stock certificate free of all restrictive legends representing 25% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser and (y) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 25% of the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein and (B) each Purchaser will deliver to the Company: (1) , 25% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) . Notwithstanding anything herein to the contraryforegoing, the Company Purchasers shall not sell be obligated to acquire the Shares described in this Section 1.1(a)(iii) if the closing sales price of the Common Stock as reported by Bloomberg, L.P. for any Securities of the three Trading Days following the date that the Underlying Shares Registration Statement is first declared effective by the Commission is less than $4.01 per share (as defined herein) pursuant subject to this Agreement to any Purchaser to equitable adjustment for stock splits, recombinations and similar events), which Montrose Investments Ltd. shall not have previously agreedcondition may be waived in whole or in part at the sole option of each Purchaser.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Shares (the "Sale") and the transactions relating thereto (collectively, the "Closing") shall will take place at the offices of Kirk▇▇▇▇ & ▇lli▇, ▇▇3 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇mmencing at 9:00 a.m. local time, immediately as soon as practicable following the execution satisfaction or waiver of all conditions set forth in Section 7 hereof or at such later date other place and time as may be agreed by the parties shall agreeSellers and the Purchaser. The date and time of the Closing is hereinafter are referred to as the "Closing Date.". At the Closing, subject to the satisfaction or waiver of each of the conditions set forth in Section 7: (i) the Purchaser shall deliver to each Seller, by wire transfer of immediately available funds to the account or accounts specified in writing by such Seller, the amount set forth opposite such Seller's name on Exhibit A hereto; (ii) At the Closing, the parties Purchaser shall deliver or shall cause on behalf of Mann▇▇▇, $▇00,000 by wire transfer of immediately available funds to be delivered an escrow account (the following: "Escrow Account") pursuant to an escrow agreement dated as of the Closing Date by and among the Purchaser, Mann▇▇▇ ▇▇▇ Sun Trust Bank, Atlanta, as Escrow Agent (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant"Escrow Agent"), in the form of Exhibit DB hereto (the "Escrow Agreement"); (iii) the Purchaser or its designee shall procure that the Company shall repay and extinguish in full, registered in at the name of such PurchaserClosing, all amounts outstanding pursuant to which such Purchaser shall have a loan from Mann▇▇▇ ▇▇ the right to acquire shares of Common Stock, upon the terms and conditions set forth therein Company described on Schedule 1C h▇▇▇▇▇ (collectively, the "Warrants▇▇▇ "), (3) the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreemente Payable"), and ; and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (Biv) each Purchaser will of the Sellers will: (a) deliver to the Company: Purchaser (1or its designee) share certificates representing all of his or her Shares; (b) deliver to the purchase price indicated below such Purchaser's name on Purchaser (or its designee) and/or its nominees duly executed share transfers in respect of the signature page Shares; (c) deliver to this Agreement the Purchaser (or its designee) a letter of resignation under seal from the Secretary containing an acknowledgment that he or she has no claim against the Company in United States dollars in immediately available funds by wire transfer to an account designated in writing respect of breach of contract, compensation for loss of office or otherwise howsoever arising; (d) procure the release of any and all guarantees or indemnities or security given by the Company for such purpose, and (2) an executed Registration Rights Agreement.or on behalf of the Sellers or any director of the Company; (iiie) Notwithstanding anything herein deliver to the contraryPurchaser (or its designee) copies of all bank mandates of the Company together with copies of statements of all bank accounts as at a date not earlier than the day immediately preceding the Closing Date and all cheque books of the Company in current use and the cash book balances of the Company as at the Closing Date with reconciliation statements reconciling such balances with the bank statements referred to above; (f) deliver to the Purchaser (or its designee) all credit cards in the name of or for the account of the Company in the possession of any officer or employee of the Company resigning at Closing; (g) procure that a meeting of the board of directors of the Company is held at which, inter alia: (A) the share transfers referred to in Section 1C(iv)(b) are approved (subject only to stamping); (B) the resignations referred to in Section 7A(ii) are accepted; (C) all existing mandates for the operation of bank accounts of the Company are revoked and new mandates are issued giving authority to such persons as the Purchaser may nominate; (D) such persons as the Purchaser may nominate are appointed as directors, secretary, auditors and solicitors of the Company with immediate effect; and (v) The Purchaser shall complete the stamping of the share transfers referred to in Section 1C(iv)(b) as soon as practicable. Prior to such stamping being completed, the Company Sellers shall not sell cooperate in any Securities (manner reasonably required by the Purchaser for the convening of any general meetings required by the Purchaser, including the completion of proxy forms on a timely basis and generally shall act in all respects as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedthe nominee of and in accordance with the reasonable directions of the Purchaser.

The Closing. (a) THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures an aggregate of up to 60,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $20,000,0006,000,000. The closing of the purchase and sale of the Debentures (the "Closing") such securities shall take place at one or more closings (collectively, the "CLOSING") at the offices of Ellenoff Grossman & Schole LLP ("EG&S"), 370 Lexington Avenue, New York, New ▇▇▇▇ ▇▇▇17, immediately followin▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, immediately following the execution hereof or such later date ▇▇▇ ▇▇ ▇ates as the parties shall agree. The date of the each Closing is hereinafter referred to as the a "Closing DateCLOSING DATE." (ii) At the each Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures a stock certificate registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement ("PURCHASE PRICE") by 100, (2) a Common Stock purchase warrant, in the form of Exhibit DEXHIBIT C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares the number of Common Stock, upon Warrant Shares (as defined in the terms and conditions set forth therein Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WarrantsWARRANTS"), (3) the legal opinion an executed copy of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit EXHIBIT B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), and (54) Transfer Agent Instructions, in the form of Exhibit EXHIBIT E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"), (5) a legal opinion of EG&S, in the form of EXHIBIT F attached hereto, (6) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, and (7) copies of the executed Lock-Up Agreements, in the form of EXHIBIT G (the "LOCK-UP AGREEMENTS"), as more fully described in this Agreement; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed copy of this Agreement and Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth termination of this Agreement as provided in this AgreementArticle IX below, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Shares and the other transactions contemplated hereby (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇, LLP, outside counsel ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on such date that the conditions of the Closing set forth in Article VII hereof have been satisfied or waived (the "Closing Date"), unless another place and date is agreed to in writing by Purchaser and the Shareholders. (b) At the Closing, (i) each Shareholder shall deliver to Purchaser the stock certificate(s) representing all of the Shares, duly endorsed in favor of Purchaser or accompanied by stock power(s) duly executed in favor of and in a form reasonably acceptable to Purchaser; (ii) Purchaser shall cause to be paid to the CompanyShareholders an amount equal to Six Million One Hundred Seventy-Five Thousand Dollars ($6,175,000) in cash, payable by check or wire transfer; (iii) Purchaser shall issue and deliver to the Shareholders that number of shares of Common Stock of Purchaser ("Purchaser Common Stock") determined by dividing (x) Nine Hundred Fifty Thousand Dollars ($950,000) by (y) the average closing bid price of Purchaser Common Stock as reported in The Wall Street Journal during the ten (10) consecutive trading days ending two (2) days prior to the Closing Date (provided, however, that no fractional shares of Purchaser Common Stock ----------------- shall be issued and in the form event that the Shareholders would be entitled to a fraction of Exhibit C, a share of Purchaser Common Stock such fractional share shall be rounded down to the nearest whole number); (4iv) an executed Registration Rights Agreement, dated the date hereof, among the Company and the PurchasersShareholders shall deliver to Purchaser the certificates, instruments and documents referred to in Section 7.2 hereof and such certificates, instruments and documents as Purchaser or its counsel reasonably shall deem necessary to consummate the form of Exhibit B (the "Registration Rights Agreement"), transactions contemplated hereby; and (5v) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will shall deliver to the Company: (1) Company and Shareholders the purchase price indicated below such Purchaser's name on the signature page certificates, instruments and documents referred to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights AgreementSection 7.3 hereof. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this AgreementThe First Closing took place on June 1, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place 1998 at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017 and ▇▇▇ ▇▇▇▇▇▇ an▇ ▇▇▇▇▇ Cl▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇nd February 1, 2000, respectively, at the offices of the Issuer, 20 Burton Hills Boulevard, Suite 100, Nashville, TN 37215. Each purc▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇of Common Shares pursuant to Article 2 after the Third Closing shall also take place at a closing (the First Closing and each such subsequent closing shall be herein referred to as a "Closing") at the offices of the Issuer, 20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215. Ea▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")▇ occur as soon as practicable (but in no event later than 10 Business Days) after satisfaction or waiver of the conditions set forth in Article 6, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such later date time or other place as the parties shall Issuer and each Investor that is purchasing Common Shares at such Closing (a "Purchasing Investor") may agree. The date and time of the each Closing is hereinafter are each referred to herein as the "Closing Date", June 1, 1998 is referred to herein as the "First Closing Date" and the date and time of the Fourth Closing are referred to herein as the "Fourth Closing Date"." (iib) At the each Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company each Purchasing Investor shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal Issuer an amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds equal to the aggregate Purchase Price of the Common Shares to be purchased by such Investor at such Closing pursuant to Article 2 by wire transfer to an account designated in writing by the Company for Issuer by notice to such purposeInvestor, and (2) an executed Registration Rights Agreementnot later than two Business Days prior to such Closing Date; provided that if such aggregate Purchase Price is less than $50,000, such payment may be made by delivery of a cashier's or bank check payable to the Issuer. (iiic) Notwithstanding anything herein to the contraryAt each Closing, the Company Issuer shall not sell any Securities (as defined herein) deliver to each Purchasing Investor, against payment of the Purchase Price therefor, certificates registered in the name of such Investor evidencing the number of Common Shares to be purchased by such Investor at such Closing pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedArticle 2.

The Closing. (a) THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement, Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, severally and not jointly, purchase from the Company the Debentures an aggregate of up to 15,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $20,000,0001,500,000. The closing of the purchase and sale of the Debentures such securities (the "ClosingCLOSING") shall take place at the offices of Higham, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("HM&D"), 15, Enterprise, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing DateCLOSING DATE." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: Purchaser (1) Debentures a stock certificate registered in the name of such Purchaser in Purchaser, representing a number of Shares equal to the aggregate principal amount quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this AgreementAgreement by 100, (2) a Common Stock purchase warrant, in the form of Exhibit DEXHIBIT C-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares the number of Common Stock, upon Warrant Shares (as defined in the terms and conditions set forth therein Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WarrantsSERIES A WARRANTS"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Companya Common Stock purchase warrant, in the form of Exhibit CEXHIBIT C-2, registered in the name of such Purchaser, pursuant to which, such Purchaser shall have the right to acquire shares of Common Stock pursuant to the terms thereof (collectively, the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS"), (43) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit EXHIBIT B (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), ) and (54) Transfer Agent Instructions, in the form of Exhibit EXHIBIT E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent InstructionsTRANSFER AGENT INSTRUCTIONS"), ; and (B) each Purchaser will shall deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purposepurpose or, with the consent of the Company, through conversion of outstanding indebtedness, and (2) an executed copy of this Agreement and Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures transactions contemplated by this Agreement (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇Chicago, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following Illinois 60601 at 10:00 A.M. on the execution hereof or such later date as the parties shall agreehereof. The date and time of the Closing is hereinafter are herein referred to as the "“Closing Date."” (iib) At the Closing, the parties shall deliver or shall cause Subject to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectivelyin this Agreement, the "Warrants"parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (i) the Holder shall deliver to the Buyer share certificates representing the Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (ii) the Buyer shall deliver (A) the Withheld Amount to the Section 116 Escrow Agent, (B) an amount equal to the Transaction Payments (by way of loan or contribution to share capital) to the Company and (C) an amount equal to the Closing Payment minus the Withheld Amount to the Holder, in each case by wire transfer of immediately available funds to the accounts (and in the amounts) designated by the recipients of such amounts to the Buyer prior to the Closing; (iii) immediately after transfer of the Shares to the Buyer, the Buyer shall repay on behalf of the Company or cause the Company to repay in full all amounts necessary to discharge fully the then outstanding balance of the indebtedness for borrowed money set forth on Schedule 1.1 hereto (including accrued interest and any related fees and expenses) by wire transfer of immediately available funds to the accounts designated by the creditors listed on Schedule 1.1; (iv) the Buyer shall deliver to the Seller (as the assignee of the Holder) the ADSX Shares (as defined below), (3) duly issued by ADSX in the legal opinion name of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel the Seller and contributed to the CompanyBuyer for delivery to the Seller, and the Buyer shall deposit the certificates evidencing the ADSX Shares into an escrow account pursuant to the terms and conditions of an Escrow Agreement substantially in the form of attached hereto as Exhibit C, A (4the “ADSX Escrow Agreement”) an executed Registration Rights Agreement, dated to be governed by the date hereof, among terms and conditions set forth therein; (v) the Company Buyer and the Purchasers, Seller shall deliver to each other (A) counterparts to the ADSX Escrow Agreement duly executed by ADSX and the Seller and (B) counterparts to the Section 116 Escrow Agreement duly executed by the Buyer and the Holder; (vi) the Seller shall duly execute and deliver to ADSX an irrevocable proxy in the form of attached hereto as Exhibit B B; (vii) the "Buyer shall deliver to the Seller counterparts to (A) a Registration Rights Agreement"), Agreement between ADSX and (5) Transfer Agent Instructions, the Seller in the form of attached hereto as Exhibit E, delivered to and acknowledged by the Company's transfer agent C (the "Transfer Agent Instructions")“ADSX Registration Agreement”) duly executed by ADSX, and (B) each Purchaser will deliver to a Registration Agreement between VeriChip and the Seller in the form attached hereto as Exhibit D (the “VeriChip Registration Agreement” and, together with the ADSX Registration Agreement, the “Registration Agreements”) duly executed by VeriChip; and (viii) the Buyer, the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement. (iii) Notwithstanding anything herein to the contrary, the Company Holder and the Seller shall not sell any Securities (make such other deliveries as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedare required by and in accordance with Article 2 hereof.

The Closing. (ia) Subject to the terms and conditions set forth in of this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures Company Common Stock to the Purchaser (the "“Closing"”) shall take place as soon as practicable, and in any event no later than three Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII hereof, unless extended by mutual agreement of the parties. The Closing shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ellenoff ▇▇▇▇▇▇▇▇ & ▇▇▇Schole LLP, ▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such later date other location as the parties shall hereto may agree. The date of the Closing is hereinafter referred to as the "Closing Date." (iib) At the Closing, the parties : (i) Purchaser shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in Purchase Price less the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel Escrow Amount to the CompanyPaying Agent, in the form by wire transfer of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions")immediately available funds, and (B) each Purchaser will deliver the Escrow Amount to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds Escrow Agent, by wire transfer to an account designated in writing by of immediately available funds; (ii) Escrow Agent, Purchaser and Sellers’ Representative shall execute and deliver the Company for such purpose, and (2) an executed Registration Rights Escrow Agreement.; (iii) Notwithstanding anything herein Sellers shall deliver to Purchaser the stock certificates representing the Company Common Stock, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers); (iv) Sellers’ Representative shall deliver to Purchaser an Option Surrender Agreement executed by each Exchange Optionholder. (v) Those individuals listed on Section 2.5(b)(v) of the Disclosure Schedule shall submit their resignations as directors and officers of Company and its Subsidiaries, effective as of immediately prior to the contraryClosing; (vi) Sellers’ Representative shall deliver to Purchaser a good standing certificate regarding Company from the office of the Secretary of State of Delaware dated no more than five business days prior to the date of Closing; (vii) Sellers’ Representative shall deliver to Purchaser a good standing certificate regarding each Company Subsidiary from the office of the Secretary of State of the State of its organization dated no more than five business days prior to the date of Closing; (viii) Purchaser shall deliver a recent good standing certificate regarding Purchaser from the office of the Secretary of State of Delaware dated no more than five business days prior to the date of Closing; (ix) Purchaser shall deliver a certificate enclosing a copy of the charter and by-laws of Purchaser, copies of requisite resolutions or authority of Purchaser’s board of directors, board of managers, shareholders or members, as applicable, approving the transactions contemplated by this Agreement, and a certification as to incumbency of the signatories of Purchaser executing and delivering this Agreement and the documents contemplated hereby; (x) Sellers shall deliver certified copies of the resolutions terminating the Company 401(k) Plan and any amendments or other documentation required by Section 7.5(b); (xi) Sellers shall not sell any Securities deliver the certificates required by Sections 8.2(a) and (as defined hereinb); and (xii) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreeddeliver the certificates required by Sections 8.3(a) and (b).

The Closing. (ia) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures transactions contemplated by this Agreement (the "“Closing"”) shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇")“PB”) in Dallas, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇Texas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately at 10:00 a.m. on the third (3rd) Business Day following full satisfaction or due waiver of all of the execution closing conditions set forth in Article 9 hereof (other than those to be satisfied at the Closing) or on such later other date as is mutually agreeable to the parties shall agreeBuyer and Securityholder Representative. The date of the Closing is hereinafter referred to herein as the "“Closing Date."” (b) Upon the terms and subject to the conditions set forth in this Agreement, the parties hereto shall consummate the following transactions as of the Closing: (i) each Stockholder shall deliver to the Buyer all of the stock certificates representing the Shares held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers (or other form of assignment or transfer) or a duly executed lost stock affidavit in a form reasonably acceptable to the Buyer and the Company; (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company Buyer shall deliver to each Purchaser: Stockholder, by wire transfer of immediately available funds to the account designated by such Stockholder, cash in an amount equal to such Stockholder’s Stockholder Closing Payment Amount; (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3iii) the legal opinion Buyer shall pay to each such Optionholder, by wire transfer of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel immediately available funds to the Companyaccount designated by such Optionholder, an amount equal to such Optionholder’s Optionholder Closing Payment Amount, less all applicable withholding Taxes; (iv) the Buyer shall deliver to the Securityholder Representative, for the benefit of the Securityholders in accordance with their respective Securityholder Allocation Percentages, by wire transfer of immediately available funds to the form Reserve Account, cash in an amount equal to the Initial Reserve Amount; (v) the Buyer shall pay on behalf of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the PurchasersSubsidiaries, all Indebtedness of the Company and the Subsidiaries set forth on Schedule 2.03(b)(v) hereto in accordance with the form of Exhibit B (the "Registration Rights Agreement"), payoff letters and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing other payment instructions provided by the Company for such purpose, and (2) an executed Registration Rights Agreement.or the Securityholder Representative; (iiivi) Notwithstanding anything herein to the contraryBuyer shall pay on behalf of the Company and the Securityholders, the Transaction Expenses set forth on Exhibit B hereto; and (vii) the Buyer, the Company and the Securityholders shall not sell any Securities (make such other deliveries as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedare required by and in accordance with Article 9 hereof.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company Seller shall issue and sell to the Purchasers Purchaser and the Purchasers shall, severally, and not jointly, Purchaser shall purchase from the Company Seller the Debentures Common Stock for an aggregate installment payment purchase price of $20,000,000$ 1,000,000. The closing of the purchase and sale of the Debentures Common Stock (the "Closing") shall take place at the offices of ▇▇▇▇▇▇Anslow & Jaclin, LLP, Attorney▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP aw ("▇▇▇▇▇▇▇▇ ow & Jaclin"), immediately ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following wing the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (iii) At On the ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company Seller shall deliver to each Purchaser: Anslow & Jaclin: (1) Debentures registered in Common St▇▇▇ ▇▇ th▇ ▇▇▇▇egate principal equal to 100% of the name of such Purchaser in Purchased Stock (as defined hereafter) plus the aggregate principal amount indicated below such Purchaser's name on the signature page to this AgreementSecurity Deposit Stock, as defined hereafter. (2) a Common Stock purchase warrantPower of Attorney, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants")A, (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company Seller and the PurchasersPurchaser, in the form of Exhibit B (the "Registration Rights Agreement"), and (54) Transfer Agent Instructions, in the form of Exhibit EC, delivered to and acknowledged by the Company's transfer agent for the Common Stock (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the CompanyAnslow & Jaclin: (1) 100% of t▇▇ ▇▇▇tallment of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer or check to an account designated Anslow & Jaclin, who shall act ▇▇ ▇▇cro▇ ▇▇▇▇t in writing this transaction in addition to acting as legal counsel to Purchaser. (ii) Anslow & Jaclin shall act as e▇▇▇▇▇ agent and upon its receipt of the Common Stock and installment purchase price and its confirmation of the validity of receipt of the same, Anslow & Jaclin shall release ▇▇▇ ▇▇sta▇▇▇▇▇▇ purchase price to the Seller and the Common Stock that has been prorata purchased to the Purchaser. Any Common Stock which has not been fully paid for by the Company for such purposePurchaser based on the fact that the total purchase price is being paid in installments, shall be held in escrow by Anslow & Jaclin and (2) an executed Registration Rights Agreementshall only ▇▇ ▇▇leased as is discussed hereafter. (iii) Notwithstanding anything herein The purchase price for the Common Stock is $0.07 per share for the Common Stock. The Purchaser shall be obligated to purchase $ 1,000,000 worth of Common Stock, which shall be paid for in twenty equal installments of fifty thousand dollars each (the "Installment"). The exact number of shares of Common Stock purchased shall be calculated on the $0.07 per share basis. In addition to the contraryPurchased Stock, the Company Seller shall not sell any Securities deliver to Anslow & Jaclin Common Stock i▇ ▇▇▇ amo▇▇▇ ▇▇ 200% of the number of shares of the Purchased Stock to be held in escrow by Anslow & Jaclin, (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreedthe "Securit▇ ▇▇▇▇sit Stock").