INVESTMENT AGREEMENT

EXHIBIT 10.1

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 15, 2009 ("Execution Date") is entered into by and between MMR Information Systems, Inc., a Delaware corporation (the "Company"), and Dutchess Equity Fund, LP, a Delaware Limited Partnership (the "Investor").

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Eight Million dollars ($8,000,000) to purchase the Company's Common Stock, $0.001 par value per share (the "Common Stock");

WHEREAS, such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto (the "Registration Rights Agreement") pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:

SECTION 1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.

" 1933 Act " shall have the meaning set forth in the second recital of this Agreement.

" 1934 Act " shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

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" Affiliate " shall mean, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity.

" Agreement " shall have the meaning specified in the preamble.

" Best Bid" shall mean the highest posted bid price of the Common Stock at any given time.

" By-laws " shall have the meaning specified in Section 4(C).

" Certificate of Incorporation " shall have the meaning specified in Section 4(C).

" Closing " shall have the meaning specified in Section 2(G).

" Closing Date " shall have the meaning specified in Section 2(G).

" Common Stock " shall have the meaning set forth in the first recital of this Agreement.

" Company " shall have the meaning set forth in the preamble of this Agreement.

            " Company's knowledge " or " to the knowledge of the Company " or words of similar import shall mean the actual knowledge of Robert H. Lorsch, Chief Executive Officer of the Company and the Company's wholly owned subsidiary, MyMedicalRecords, Inc.

" Control " or " Controls " shall mean a person or entity that has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

" DTC " shall have the meaning set forth in Section 2(G).

" DWAC " shall have the meaning set forth in Section 2(G).

" Effective Date " means the date that the initial Registration Statement filed by the Company pursuant to the Registration Rights Agreement is first declared effective by the SEC.

" Environmental Laws " shall have the meaning specified in Section 4(M).

"Equity Line Transaction Documents " shall mean this Agreement and the Registration Rights Agreement.

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" Execution Date " shall have the meaning set forth in the preamble to this Agreement.

" FAST " shall have the meaning set forth in Section 2(G).

" GAAP " shall mean generally accepted accounting principles as applied in the United States of America.

" Indemnities " shall have the meaning specified in Section 11.

" Indemnitor " shall have the meaning specified in Section 11.

" Indemnified Liabilities " shall have the meaning specified in Section 11.

" Investor " shall have the meaning set forth in the preamble of this Agreement.

" Material Adverse Effect " shall have the meaning specified in Section 4(A).

" Maximum Common Stock Issuance " shall have the meaning specified in Section 2(H).

" Minimum Acceptable Price " with respect to any Put shall mean the price per share specified by the Company in a Put Notice as the lowest price per share during any Pricing Period at which the Company shall sell its Common Stock in accordance with this Agreement.

" No. of Days Late " shall have the meaning set forth in Section 2(G).

" Open Market Adjustment Amount " shall have the meaning specified in Section 2(I).

" Open Market Purchase " shall have the meaning specified in Section 2(I)

            " Open Period " shall mean the period beginning on and including the Trading Day immediately following the Effective Date of the initial Registration Statement and ending on the earlier to occur of (i) the date which is sixty (60) months from the Effective Date of the initial Registration Statement; or (ii) termination of the Agreement in accordance with Section 9, below.

" PCAOB " shall mean the Public Companies Accounting Oversight Board

" Pricing Period " shall mean the period beginning on the Put Notice Date and ending on and including the date that is five (5) Trading Days after such Put Notice Date.

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" Principal Market " shall mean the NYSE Amex, the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, or the OTC Bulletin Board, whichever is the principal market on which the Common Stock of the Company is then listed or quoted.

" Prospectus " shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with a Registration Statement.

" Purchase Amount " shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.

" Purchase Price " shall mean ninety-four percent (94%) of the lowest closing Best Bid during the Pricing Period.

" Put " shall have the meaning set forth in Section 2(B)(1) hereof.

" Put Amount " shall have the meaning set forth in Section 2(B)(1) hereof.

" Put Notice " shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars the Company intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding on such date.

" Put Notice Date " shall mean the Trading Day, as set forth below, immediately following the day on which the Investor receives a Put Notice; however, notwithstanding anything else to the contrary contained in this Agreement, a Put Notice shall be deemed received on (a) the Trading Day it is received by facsimile, e-mail or otherwise by the Investor if such notice is received prior to 9:00 am Eastern Time, or (b) the immediately succeeding Trading Day if it is received by facsimile, e-mail or otherwise after 9:00 am Eastern Time on a Trading Day. No Put Notice may be deemed received on a day that is not a Trading Day.

" Put Restriction " shall mean the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

" Put Settlement Sheet " shall have the meaning set forth in Section 7(B).

" Put Shares Due " shall have the meaning specified in Section 2(I).

" Registration Rights Agreement " shall have the meaning set forth in the third recitals of this Agreement.

" Registration Statement " means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Investor of the Common Stock issuable hereunder.

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" Resolution " shall have the meaning specified in Section 8(E).

" SEC " shall mean the U.S. Securities & Exchange Commission.

" SEC Documents " shall have the meaning specified in Section 4(F).

" Securities " shall mean the shares of Common Stock issued pursuant to the terms of the Agreement.

" Shares " shall mean the shares of the Company's Common Stock.

"Share Delivery Date" shall mean no later than seven (7) days after a Put Notice Date.

" Subsidiary " means, with respect to any person or entity, any corporation, limited liability company or other entity as to which more than fifty percent (50%) of the outstanding securities having ordinary voting rights or power (and excluding securities having voting rights only upon the occurrence of a contingency unless and until such contingency occurs and such rights may be exercised) is owned or controlled, directly or indirectly, by such person or entity.

" Trading Day " means a day on which the Common Stock is traded on a Principal Market.

"VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Principal Market, the daily volume weighted average closing price of the Common Stock for such date (or the nearest preceding date) on the Principal Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b) if the OTC Bulletin Board is not a Principal Market, the volume weighted average closing price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the "Pink Sheets" published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Board of Directors of the Company and reasonably acceptable to the Holder.

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SECTION 2. PURCHASE AND SALE OF COMMON STOCK.

(A) PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, during the Open Period, the Company may issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Eight Million dollars ($8,000,000).

(B) DELIVERY OF PUT NOTICES.

(I) Subject to the terms and conditions of the Equity Line Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S. Dollars) (the "Put Amount"), which the Company intends to sell to the Investor on a Closing Date (the "Put"). The Put Notice shall be in the form attached hereto as Exhibit C and incorporated herein by reference. The Put Amount that the Company shall be entitled to Put to the Investor shall not exceed, at the Company's sole election, the greater of either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the three (3) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) one hundred fifty thousand dollars ($150,000). After the Company's delivery of the initial Put Notice, the Company shall not be entitled to submit a subsequent Put Notice until the Closing in respect to the previous Put Notice has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-four percent (94%) of the lowest closing Best Bid during the Pricing Period.

(C) COMPANY'S RIGHT TO WITHDRAWAL. Notwithstanding anything else to the contrary contained in this Agreement, the Company shall reserve the right, but not the obligation, to withdraw that portion of the Put Amount for each Trading Day during the Pricing Period if the VWAP for such Trading Day is below the Minimum Acceptable Price by submitting to the Investor prior to the applicable Closing Date, in writing, a notice to withdraw that portion of the Put Amount. In the event that the Company withdraws that portion of any Put Amount that is below the Minimum Acceptable Price, only the balance of such Put Amount above the Minimum Acceptable Price shall be put to the Investor.

(D) INTENTIONALLY OMITTED.

(E) INTENTIONALLY OMITTED.

(F) INTENTIONALLY OMITTED.

(G) MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than one business day after the Share Delivery Date (each a "Closing Date"). On or prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B), by wire transfer of immediately available funds pursuant to the wire instructions provided by the

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Company. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable amount of time in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.

The Company understands that a delay in the issuance of Securities beyond the applicable Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) up to the amount determined in accordance with the following schedule (where "No. of Days Late" is defined as the number of Trading Days after the applicable Closing Date, with the amounts being cumulative):

The Company shall make any payments incurred under this Section 2(G) in immediately available funds as soon as reasonably practicable following receipt of a demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

(H) OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock Issuance"). If such issuance of shares of Common Stock could cause a delisting

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on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Certificate of Incorporation of the Company. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(H).

(I) If, by the third (3rd) business day after a Closing Date, the Company fails to deliver any of the Shares Put to the Investor on such Closing Date (the "Put Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery to a third party of Shares which could have been delivered from the Put Shares Due if the full amount of the Put Shares Due had been timely delivered to the Investor by the Company (the "Open Market Purchase"), then the Company shall pay to the Investor, in addition to delivering the Put Shares Due and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Put Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within five (5) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 in an Open Market Purchase to cover a sale of shares of Common Stock for net proceeds of $10,000, the Open Market Adjustment Amount which the Company would be required to pay to the Investor would be $1,000.

(J) LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be required to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.

SECTION 3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Investor represents and warrants to the Company, and covenants, that:

(A) SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type

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that it is capable of (I) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting its own interest; and (III) bearing the economic risk of such investment for an indefinite period of time.

(B) AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(C) SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. The Investor agrees not to sell the Company's Common Stock short, either directly or indirectly through its Affiliates, principals or advisors, during the term of this Agreement.

(D) ACCREDITED INVESTOR. Investor is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act.

(E) NO CONFLICTS. The execution, delivery and performance of the Equity Line Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of Partnership Agreement or other organizational documents of the Investor.

(F) OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the Company's business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company's management.

(G) INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).

(H) NO REGISTRATION AS A DEALER. The Investor is not and will not be required to be registered as a "dealer" under the 1934 Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.

(I) GOOD STANDING. The Investor is a limited partnership, duly organized, validly existing and in good standing in the Cayman Islands.

(J) TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities.

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(K) REGULATION M. The Investor will comply with Regulation M under the 1934 Act, if applicable.

(L) COMMERCIALLY REASONABLE EFFORTS. The Investor shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in Section 7 of this Agreement.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth in the Disclosure Schedules attached hereto (which Disclosure Schedules shall be deemed a part hereof and to qualify any representation or warranty otherwise made herein to the extent of such disclosure), or as disclosed in the Company's SEC Documents, the Company represents and warrants to the Investor that:

(A) ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, USA and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Both the Company and its Subsidiaries are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect" means any material adverse effect on the business, properties, assets, operations, results of operations, or financial condition of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Equity Line Transaction Documents.

(B) AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.

            (I) The Company has the requisite corporate power and authority to enter into and perform each of the Equity Line Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof.

            (II) The execution and delivery of the Equity Line Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders (subject to Section 2(H) above).

            (III) The Equity Line Transaction Documents have been duly and validly executed and delivered by the Company.

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            (IV) The Equity Line Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, insofar as indemnification and contribution provisions may be limited by applicable law.

(C) CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 650,000,000 shares of Common Stock, of which as of the date hereof, approximately 131,206,644 shares are issued and outstanding. There are no: (I) shares of the Company's capital stock subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (II) outstanding debt securities; (III) outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries; (IV) agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); (V) outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions; (VI) contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (VII) securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement; and (VII) stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement relating to the Company's Common Stock.

The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company's Certificate of Incorporation, as amended and in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as amended and in effect on the date hereof (the "By-laws").

(D) ISSUANCE OF SHARES. The Company has reserved 100,000,000 Shares for issuance pursuant to this Agreement, which have been duly authorized and reserved for issuance (subject to adjustment pursuant to the Company's covenant set forth in Section 5(F) below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and charges with

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respect to the issue thereof (other than any taxes, liens or charges which may arise from the acts of the Investor).

(E) NO CONFLICTS. The execution, delivery and performance of the Equity Line Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (I) result in a violation of the Certificate of Incorporation or the By-laws; or (II) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to the Company's knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except, in the case of clause (II), as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Certificate of Incorporation or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or in the aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws of any states, to the Company's knowledge, the Company is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of one or more Registration Statements as outlined in the Registration Rights Agreement between the parties hereto) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Equity Line Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence (other than those specifically contemplated by this Agreement and as required under the 1933 Act and state securities laws) have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. To the Company's knowledge, there are no facts or circumstances which might give rise to any of the foregoing set forth in this Section 4(E). The Company is not in

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violation of the listing requirements of the Principal Market as in effect on the date hereof and, to the Company's knowledge, is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future.

(F) SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, since January 27, 2009, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through EDGAR to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, by a firm that is a member of the PCAOB, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be conde