Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (aI) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cII) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dIII) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (iI) has a ten percent (10%) 5% or more equity interest in that person or entity, (iiII) has ten percent (10%) 5% or more common ownership with that person or entity, (iiiIII) controls that person or entity, or (ivIV) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person disinterested third party other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “Control” or “controlsControls” for purposes hereof means that a person or entity has the power, direct directly or indirectindirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (aI) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cII) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dIII) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (iI) has a ten percent (10%) 5% or more equity interest in that person or entity, (iiII) has ten percent (10%) 5% or more common ownership with that person or entity, (iiiIII) controls that person or entity, or (ivIV) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock Up Period, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), ) during the Lock Up Period; except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controlsControls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an armsarm's-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, set forth in Section 3 (v), the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related PartyRELATED PARTY”), ) during the Lock Up Period; except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “AffiliateAFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “ControlCONTROL” or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement, or (e) Common Stock issuable pursuant to the Company's obligations upon the conversion of stock options, convertible debt or Class B Common Stock. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five ten percent (510%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Secured Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Securities are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment and consulting arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. Nothing in this Section 4(h) shall preclude the Company from filing the S-8 Registration Statement as provided in Section 3(c).

Transactions with Affiliates. So long as any Convertible Debentures Securities are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related PartyRELATED PARTY”), ) during the Lock Up Period; except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “AffiliateAFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “ControlCONTROL” or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, the ------------------------------ Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any the Convertible Debentures are Debenture is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (a) any Convertible Debentures Repricing Warrants are outstandingoutstanding or (b) any Purchaser owns Repricing Shares with a market value equal to or greater than $200,000, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any subsidiary to enter into, amend, modify modify, or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common StockStock or affiliates, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (diii) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i1) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii2) has ten percent (10%) 5% or more common ownership with that person or entity, (iii3) controls that person or entity, or (iv4) shares share common control with that person or entity. “Control” "CONTROL" or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity."CONTROLS" for

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan, or (e) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (aI) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cII) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dIII) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (iI) has a ten percent (10%) 5% or more equity interest in that person or entity, (iiII) has ten percent (10%) 5% or more common ownership with that person or entity, (iiiIII) controls that person or entity, or (ivIV) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.. (I) FILING OF FORM 8-K. On or before the date which is three (3) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Transaction Documents in the form required by the 1934 Act, if such filing is required. (J)

Transactions with Affiliates. So long as any at least $100,000 in principal of the Convertible Debentures are is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Debenture are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall ------------------------------ cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in the Company or an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Preferred Shares ---------------------------- or Warrants are outstanding, outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of $100,000 the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, Party or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, set forth ----------------------------- in Section 3 (v), the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders share Purchasers who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “Control” or “controlsControls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Notes are outstandingoutstanding or (ii) any Buyer owns Conversion Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (iii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Notes are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common StockOrdinary Shares, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in the Company or in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Notes are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement (an “Affiliate Transaction”) with any of its or any subsidiary’s officers, officers or directors, person or persons who were officers or directors of the Company at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”) for an aggregate amount for all Affiliate Transactions with such Related Party in excess of fifty thousand dollars ($50,000), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement Affiliate Transaction on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, transaction, commitment, or arrangement Affiliate Transaction which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. In the event the Company wishes to engage in an Affiliate Transaction valued in excess of fifty thousand dollars ($50,000) the Buyer and the Company shall agree upon an independent third party who shall be engaged at the Company’s expense to determine whether such Affiliate Transaction is permissible pursuant to one or more of (a) through (d) of this paragraph.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, officers or directors, person or persons who were officers or directors of the Company at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstandingDuring the Lock-Up Period, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person disinterested third party other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct directly or indirectindirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Series E Preferred Stock are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Preferred Shares or Warrants are outstandingoutstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value equal to or greater than $100,000, the Company shall not, and shall cause each of its subsidiaries Controlled Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Controlled Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates of the Company or its Controlled Subsidiaries or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company Controlled Subsidiary shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.that

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall ------------------------------ cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), "RELATED PARTY") during the Lock Up Period; except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten five percent (105%) or more equity interest in that person or entity, (ii) has ten five percent (105%) or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long Except as any Convertible Debentures are outstandingset forth in schedule 5.7, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person disinterested third party other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “Control” or “controlsControls” for purposes hereof means that a person or entity has the power, direct directly or indirectindirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Notes are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are Warrant is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. Notwithstanding anything to the contrary above, the Company may increase its legal or beneficial interest in the Building.

Transactions with Affiliates. So long as (i) there are Debentures or Warrants outstanding or (ii) any Convertible Debentures are outstandingInvestor owns Conversion Shares and/or Warrant Shares with a market value equal to or greater than $300,000, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each each, a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an armsarm's-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof of this Section means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible ---------------------------- Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary ------------- employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for --------- purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " ------- -------- for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Preferred Shares or Warrants are outstandingoutstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of at least $500,000, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate agreement, transaction, commitment or arrangement which is approved by a majority of the Company, disinterested directors of the Company or (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Units, Shares, Warrants or Underlying Shares are outstandingheld by any Purchaser, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s respective officers, directors, person Persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable obtained from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof of this Section 3.13 only means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-’ length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are Note is outstanding, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. Notwithstanding the foregoing, this Section shall not apply to transactions between the Company and any wholly owned subsidiary.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, . (iii) controls that person or entity, or (iv) shares common control with that person or entity. , “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-arms- length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangementarrangement or (e) Common Stock issuable pursuant to the Company's obligations upon the conversion of stock options, the grant of Common Stock pursuant to iVoice, Inc. 2005 Stock Incentive Plan, convertible debt or Class B Common Stock. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So Without prior consent of the Buyers, so long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures amounts under the Debenture are outstandingoutstanding or (ii) Buyer owns any Conversion Shares or Warrant Shares, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s 's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" or "affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity."

Transactions with Affiliates. So long as any at least $100,000 principal amount of the Convertible Debentures are issued under this Agreement remain outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Notes are outstandingoutstanding or (ii) any Buyer owns Conversion Shares with a market value equal to or greater than $1.0 million, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment or consulting arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable to the Company than terms which would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common StockOrdinary Shares, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in the Company or an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, officers or directors, person persons who were officers or directors of the Company at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , (for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement). “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (aI) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cII) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dIII) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (iI) has a ten percent (10%) 5% or more equity interest in that person or entity, (iiII) has ten percent (10%) 5% or more common ownership with that person or entity, (iiiIII) controls that person or entity, or (ivIV) shares is under common control with that person or entity. “"Control” " or “controls” "Controls" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.. (I) FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Transaction Documents in the form required by the 1934 Act, if such filing is required. (J)

Transactions with Affiliates. So long as any of the ------------------------------ Convertible Debentures are Debenture remains outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary ------------- employment arrangements and benefit programs on reasonable terms, ; (b) any investment in an Affiliate of the Company, ; (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; Company and for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for --------- purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, ; (ii) has ten percent (10%) or more common ownership with that person or entity, ; (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes ------- -------- hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible ------------------------------ Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and ------------- benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect --------- to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a ------- -------- person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable termsterms and customary agreements with Xxxxxx Xxxxxx or his Affiliates, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any of the ------------------------------ Convertible Debentures are Debenture remains outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for ------------- (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; Company and for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for --------- purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " ------- -------- for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are portion of the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related PartyRELATED PARTY”), except for (ai) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “AffiliateAFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls Controls that person or entity, or (iv) shares common control with that person or entity. “ControlCONTROL” or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.. i.

Transactions with Affiliates. So long as (i) any Convertible ---------------------------- Debentures or Warrants are outstandingoutstanding or (ii) any Investor owns Conversion Shares and/or Warrant Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary ------------- employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an armsarm's-length basis on terms no less favorable than terms which that would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which that is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof of this Section means, with respect to any person or entityPerson, --------- another person or entity Person that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entityPerson, (ii) has ten percent (10%) 5% or more common ownership with that person or entityPerson, (iii) controls that person or entityPerson, or (iv) shares common control with that person Person. "Control" or entity. “Control” or “"controls” " for purposes hereof of this Agreement means that a person or entity Person has ------- -------- the power, direct or indirect, to conduct or govern the policies of another person or entityPerson.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for , or (iv) loans made by Jerome Mahoney, Chief Executive Officer of the Company, to the Compaxx xxx xxxxxxx capital needs. For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-arms- length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s 's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stockcommon stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person disinterested third party other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” Affiliate for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares is under common control with that person or entity. “Control” Control or “controls” Controls for purposes hereof means that a person or entity has the power, direct directly or indirectindirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are Note or Warrant is outstanding, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiarySubsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for Company or e) any transaction, or series of transaction with any Related Party, in which the amount involved does not exceed $30,000. For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the The Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related PartyRELATED PARTY”), except for (ai) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (cii) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (diii) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “AffiliateAFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “ControlCONTROL” or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are Note or Warrant is outstanding, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, Party or (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Notes are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common StockOrdinary Shares, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in the Company or in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Preferred Shares or Warrants are outstanding, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates of the Company or its Subsidiaries or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company Subsidiary shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangementarrangement or (e) Common Stock issuable pursuant to the Company’s obligations upon the conversion of stock options, convertible debt or Class B Common Stock. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as (i) any Convertible Debentures Preferred Shares or Warrants are outstandingoutstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its subsidiaries Controlled Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Controlled Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates of the Company or its Controlled Subsidiaries or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company Controlled Subsidiary shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.a

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.. (l)

Transactions with Affiliates. So long as any Convertible ------------------------------ Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary ------------- employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for ----------- purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " ------- -------- for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are Warrant is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; , for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person xxxxxx or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Replacement Warrants are outstanding, the Company shall not, and shall cause each of its subsidiaries Subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates of the Company or its Subsidiaries or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which that would have been obtainable from a person other than such Related Party, or (dc) any agreement, transaction, commitment, commitment or arrangement which that is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company Subsidiary shall not be a disinterested director with respect to any such agreement, transaction, commitment, commitment or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) 5% or more common ownership with that person or entity, (iii) controls that person or entity, (iv) is controlled by that person or entity or (ivv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures Preferred Stock or ---------------------------- Warrants are outstanding, the Company shall not, and shall cause each of its subsidiaries Subsidiaries or affiliated entities not to, enter into, amend, modify or supplement, or permit any subsidiary Subsidiary to enter into, amend, modify or supplement supplement, any agreement, transaction, commitment, commitment or arrangement with any of its or any subsidiary’s Subsidiary's officers, directors, person directors or persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) 10% or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) 10% or more beneficial interest (each a “"Related ------- Party”"), except for (a) customary employment arrangements and benefit programs ----- on reasonable termsterms consistent with prior practice, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person Person other than such Related Party, (dc) any agreement, transaction, commitment, commitment or arrangement which is approved by a majority of the disinterested directors of the Company; Company who have no material financial interest in the matter or (d) transactions pursuant to the Transaction Documents. "Affiliate" for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof this section only means, --------- with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 20% or more equity interest in that person or entity, (ii) has ten percent (10%) 20% or more common ownership with that person or entity, (iii) controls or is controlled by that person or entity, or (iv) shares common control or is under common control with that person or entity. “"Control” " or “controls” "Controls" for ------- -------- purposes hereof of this section means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. So Unless the approval of a majority of the independent members of the Company's Board of Directors is obtained, so long as any Convertible Debentures Series A Preferred Shares are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) % or more of the Common Stock, or Affiliates (as defined below) affiliates, or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) % or more beneficial interest (each a “"Related Party”"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for Company or purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “"Affiliate” " for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) 5% or more equity interest in that person or entity, (ii) has ten percent (10%) % or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “"Control” " or “"controls” " for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person persons who were officers or directors at any time during the previous two (2) years, stockholders shareholders who beneficially own five percent (5%) or more of the Common StockShares, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; Company (for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement). “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s 's officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”"RELATED PARTY"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (d) any agreement, agreement transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for . For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” "CONTROL" or “controls” "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.