SENIOR SECURED BRIDGE NOTE PURCHASE AGREEMENT

1.       The Notes and the Guaranty .

(a)      The Company has authorized the issuance and sale, in accordance with the terms hereof, of the Company’s 7% Senior Secured Bridge Notes in the original aggregate principal amount of up to $600,000 (individually, a “ Note ” and collectively, the “ Notes ”). Each Note will be substantially in the form set forth in Exhibit A hereto.

(b)      The Company’s obligations under the Notes shall be guarantied by the Guarantor. The Guarantor shall execute and deliver to the Purchasers the Guaranty (the “Guaranty”) in substantially the form set forth in Exhibit B hereto.

2.       Purchase and Sale of Notes . At the Closing (as defined below), the Company shall issue and sell to the Purchasers, and, subject to and in reliance upon the representations, warranties, terms and conditions contained herein, each Purchaser, severally and not jointly, shall purchase from the Company, a Note in up to the aggregate principal amount set forth opposite such Purchaser’s name on Schedule 1 hereto under the heading “ Maximum Principal Amount .” Subject to the terms and conditions hereof, the Maximum Principal Amount for each Purchaser shall be payable in separate installments by each Purchaser in the amounts set forth opposite such Purchaser’s name on Schedule 1 hereto under the headings “ First Installment Amount ” and “ Subsequent Installment Amount ,” respectively (collectively for each Purchaser, the “ Installment Amounts ”). The Installment Amounts shall be payable in accordance with the terms of Sections 3 and 4 hereof.

3.       Closing .

(a)      The consummation of the purchase and sale of the Notes (the “ Closing ”) shall be held at 10:00 a.m. on July 8, 2005 (the “ Closing Date ”), or such other date and time as shall be mutually agreed upon. At the Closing, (i) the Company shall issue the Notes, dated as of the Closing Date, payable to the order of each Purchaser in the aggregate principal amount set forth opposite such Purchaser’s name on Schedule 1 hereto under the heading “ Maximum Principal Amount ,” and (ii) the Guarantor shall execute and deliver to the Purchasers the Guaranty. At the Closing, in exchange for the issuance of the Notes and the Guaranty, each Purchaser shall deliver to the Company, by way of wire transfer of immediately available United States funds, the amount set forth opposite such Purchaser’s name on Schedule 1 hereto under the heading “ First Installment Amount ” (the “ First Installment ”).

(b)      The obligations of the Purchasers to purchase the Notes and pay the First Installment Amount at the Closing are subject to the following conditions:

(i)    The representations and warranties of the Company set forth in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President of the Company shall have certified to the Purchasers in writing to such effect;

(ii)    The Company shall have performed and complied with all agreements contained in this Agreement required to be performed or complied with by it prior to or at the date of such Closing, and the President of the Company shall have certified to the Purchasers in writing to such effect;

(iii)    The Company and the Guarantor shall have duly executed and delivered to the Purchasers a Security Agreement substantially in the form attached as Exhibit C (the “ Security Agreement ”);

(iv)    The Guarantor shall have duly executed and delivered to the Purchasers the Guaranty;

(v)    The Purchasers shall have received evidence in form and substance reasonably satisfactory to them that all filings, recordings and registrations, including, without limitation, the filing of duly executed financing statements on form UCC-1 and the requisite filings with the U.S. Patent & Trademark Office, necessary or desirable to perfect the liens created by the Security Agreement shall have been completed;

(vi)    The Company shall have obtained and delivered to the Purchasers, in form satisfactory to the Purchasers, all necessary consents of governmental agencies and third parties (including Laurus Master Fund, Ltd. (“ Laurus ”)) to permit the Company to enter into and perform its obligations under this Agreement and the Security Agreement;

(vii)    All corporate and other proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to the Purchasers, and the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as they reasonably may request; and

(viii)    The Company and Laurus shall have duly executed and delivered to the Purchasers a Subordination Agreement substantially in the form attached as Exhibit D (the “ Subordination Agreement ”).

4.       Subsequent Installments . Each of the Purchasers shall, subject to the terms and conditions hereof, make one or more additional advances to the Company in the aggregate amount up to (and not to exceed) the amount set forth opposite such Purchaser’s name on Schedule 1 hereto under the heading “ Subsequent Installment Amount ,” in one or more fundings from time to time from the Closing Date through July 31, 2005 (each such advance, a “ Subsequent Installment ” and, collectively, the “ Subsequent Installments ”). If the Company desires the Purchasers to make a Subsequent Installment, it shall deliver a written request to the Purchasers, which request shall specify the amount of such Subsequent Installment, the intended use of such Subsequent Installment funds and shall certify that the none of the events specified in clauses (i) through (iii) in the subsequent sentence shall have occurred (the “ Funding Request Notice ”). No Purchaser shall be obligated to fund any Subsequent Installment if (i) any representation or warranty by the Company contained herein shall be untrue or incorrect in any way on the date of such Subsequent Installment, (ii) that certain letter of intent dated June 29, 2005 between an affiliate of the Purchasers and the Company (the “ Letter of Intent ”) shall have been terminated or the conditions to the payment of the termination fee contemplated by paragraph 5(c) of the Letter of Intent shall have occurred (the date any termination fee becomes due being deemed a termination thereof even if no formal written termination notice has been given), or (iii) any breach or default (including an Event of Default (defined below)) shall have occurred and be continuing under this Agreement, any Note, the Guaranty, the Security Agreement, the Subordination Agreement or the Letter of Intent (collectively, the “ Bridge Loan Documents ”). The funding of any Subsequent Installment shall occur within five business days after the receipt of the applicable Funding Request Notice by delivery by Purchasers to the Company via wire transfer of immediately available United States funds, the amount listed in the Funding Request Notice delivered to such Purchaser. All Installment Amounts and all payments of principal and interest under each Note (or any portion, installment or drawdown thereon) shall be recorded by the applicable Purchaser and endorsed on the grid which is part of such Purchaser’s Note. The entries on the grid which is part of such Note shall be prima facie evidence of amounts outstanding thereunder. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Company or the Guarantor in respect of the First Installment or any Subsequent Installment. In no event shall the aggregate amount of all Subsequent Installments advanced by any Purchaser exceed the amount set forth opposite such Purchaser’s name on Schedule 1 hereto under the heading “ Subsequent Installment Amount .” On or before the date of any Subsequent Installment, the Company shall deliver to the Purchasers such documents as may be requested by them.

5.       Terms of the Notes .

(a)       Maturity . The aggregate principal amount of the Notes, together with all accrued interest thereon, shall be due and payable in full (without notice, demand or presentment) on the earliest to occur of the following (the earliest of such events, the “ Maturity Date ”): (i) the date on which the Letter of Intent or the Definitive Documents (as such term is defined in the Letter of Intent) for the Proposed Transaction (as such term is defined in the Letter of Intent) shall have been terminated or the conditions to the payment of the termination fee contemplated by paragraph 5(c) of the Letter of Intent shall have occurred (the date any termination fee becomes due being deemed a termination thereof even if no formal written termination notice has been given) (the payment in full of the Notes shall be a condition precedent to such termination of the Letter of Intent); (ii) the date any termination fee becomes due under the Letter of Intent or the definitive acquisition agreement for the Proposed Transaction; (iii) the date on which the Company or any of its subsidiaries or affiliates enters into a letter of intent, written understanding or definitive agreement relating to an Alternative Transaction (as such term is defined in the Letter of Intent) or the Company otherwise takes any action adverse to the Proposed Transaction; (iv) the date on which the Proposed Transaction is consummated; (v) the occurrence of an Event of Default (as defined below) and (vi) October 31, 2005.

(b)       Interest . The aggregate principal amount of the Notes, from time to time outstanding, shall bear interest at a rate per annum equal to seven percent (7%). All accrued interest on the Notes shall be due and payable on the Maturity Date. All interest shall be computed for the actual number of days elapsed on the basis of a 360-day year and shall compound annually. From and after the occurrence of an Event of Default, the unpaid principal balance of the Notes and, to the extent permitted by law, the overdue interest thereon, shall bear interest at a rate per annum equal to ten percent (10%).

(c)       Payment; Usury .

(i)    All payments by the Company under this Agreement shall be made in United States dollars without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law. The Company, to the extent permitted by applicable law, waives presentment for payment, protest and demand, and notice of protest, demand and/or dishonor and nonpayment of the Notes, notice of any Event of Default, and all other notices or demands otherwise required by law that the Company may lawfully waive. If any day on which a payment is due pursuant to the terms of this Note is not a day on which banks in the Commonwealth of Massachusetts are generally open (a “ Business Day ”), such payment shall be due on the next Business Day following, and such extension of time shall in such case be included in the computation of payment of interest due.

(ii)    For so long as any of the Notes remain outstanding, the Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Purchasers, but will suffer and permit the execution of every such power as though no such law has been enacted.

(iii)    Notwithstanding anything herein or in the Notes which may be to the contrary, in no event, contingency, or circumstances whatsoever shall the interest or any amount deemed to be interest payable by the Company hereunder with respect to the Notes exceed the maximum amount permitted by applicable law and, to the extent that any payments in excess of such permitted amount are finally determined to have been received by the Purchasers, such excess shall be considered payments in respect of the principal of the Notes and, if the principal of the Notes has been paid in full, shall be refunded to the Company.

(d)     Security . The Notes shall be secured by and entitled to the benefits of the Security Agreement.

6.       Use of Proceeds . The Company shall use (and shall cause it subsidiaries (including the Guarantor) to use) the proceeds from the sale of the Notes solely to fund expenditures of the Company directly attributable to the operation of the Business (as defined in the Letter of Intent) in the ordinary course.

7.       Priority . The Notes shall be senior in all respects (including the right of payment) to all other indebtedness of the Company and the Guarantor, now existing or hereafter incurred. All other indebtedness for borrowed money of the Company or the Guarantor, now existing or hereafter incurred, shall be unsecured (other than the Laurus Debt (defined below)) and shall be subordinated to the Notes pursuant to the Subordination Agreement.

8.       No Prepayment . The Notes may not be prepaid by the Company.

9.       Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchasers that as of the Closing Date and the date of each Subsequent Installment (a “ Subsequent Installment Date ”):

(a)      The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Each of the Company and the Guarantor is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires su