AMENDMENT TO DEBENTURES AND WARRANTS, AGREEMENT AND WAIVER

WHEREAS, the Company and the Holders are parties to that certain Amendment to Debentures and Warrants, Agreement and Waiver entered into on February 19, 2009, and effective as of January 27, 2009 (the “ February 2009 Amendment Agreement ”);

WHEREAS, all recitals contained in the February 2009 Amendment Agreement are hereby incorporated into this Agreement by this reference;

WHEREAS , by letter dated July 31, 2009, the Holders agreed to extend the Monthly Redemption Date from August 1, 2009, to September 1, 2009; and

WHEREAS , the Company and the Holders now desire that the terms of the Debentures, Warrants and other Transaction Documents, as such have been modified by the mutual agreement of the parties as of the date hereof, be modified and have entered into this Agreement to document their agreement regarding such modifications.

NOW THEREFORE , in consideration of the mutual promises and agreements contained herein, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:

Incorporation of Preliminary Statements . The Recitals set forth above by this reference hereto are hereby incorporated into this Agreement.

“ Increase in Authorized Shares .  In addition to any existing obligations of the Company under the Transaction Documents (as defined in the Securities Purchase Agreements, respectively), the Company shall hold a shareholders meeting (following the requirements set forth in the Company’s bylaws) as soon as reasonably practicable following the date of this Agreement, but in any event by not later than October 31, 2009, and put before the shareholders a proposal to increase authorized shares of common stock from 125,000,000 to 250,000,000. The Company shall use its best efforts to obtain shareholder approval of an increase in such authorized number of shares of common stock.  This provision is intended to modify the like covenant contained in the February 2009 Amendment Agreement.”

If the Company shall fail to have a sufficient number of shares authorized and reserved to the Holders by December 31, 2009 to effect the full conversion of all then outstanding Debentures and the full exercise of all then outstanding Warrants, regardless of the reason and regardless of whether or not the Company shall have used its best efforts to obtain such shareholder approval, such failure shall constitute an Event of Default under the Debentures and the Warrants.  Each Holder agrees to vote its shares FOR the proposal to amended to the Company’s Amended and Restated Articles of Incorporation to increase its authorized common stock to 250,000,000 shares.

2.   Amendment to Warrants . Each of the Warrants (where “Warrants,” as used herein, shall have the meaning set forth in the February 2009 Amendment Agreement) are hereby amended to add the following, immediately after Section 5 of each of the Warrants, as a new Section 6:

“6.           Default and Redemption.

(a) Events of Default.  Each of the following events which occur while any Warrants are outstanding shall be considered to be an “Event of Default” :

(i)   Failure To Authorize and Reserve Common Stock .  At any time after December 31, 2009 the Company, for any reason or no reason, does  not  have a sufficient number of shares of common stock authorized and reserved for issuance to the Holder to effect the exercise of the total number of outstanding shares of this Warrant (a “Share Reservation Default” );

(ii)   Failure To Deliver Common Stock .  The Company shall have failed, for any reason, to deliver to the Holder certificates evidencing the Warrant Shares which are subject to a Notice of Exercise by the Warrant Share Delivery Date and such failure remains uncured for a period of more than 3 Trading Days.

  (b) Mandatory Redemption; Certain Adjustments on Default.

(i) Mandatory Redemption Amount .  In addition to any other damages allowed under the terms of this Warrant or the Transaction Documents, if any Events of Default shall occur and any such Event of Default continues for an additional 3 Trading Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor, then thereafter, unless waived by the Holder, upon the occurrence and during the continuation of any Event of Default, at the option of the Holder, each such option exercisable through the delivery of one or more written notices to the Company by such Holder (a “Redemption Notice” ), the Specified Amount (as defined below) of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a “Mandatory Redemption” ) an amount (the “Mandatory Redemption Amount” or the “Default Amount” ) equal to 100% of the greater of (i) the Black-Scholes value of the Specified Amount (as defined below) of this Warrant on the date of such Default Notice  and (2) the highest Black-Scholes value of the Specified Amount (as defined below) of this Warrant from the date of such Redemption Notice (or, in the case of a failure to deliver Warrant Shares following an Exercise, from the date of the applicable Exercise) through the Trading Day that the Mandatory Redemption Amount is paid to the Holder.  Each Redemption Notice shall specify the amount (the “Specified Amount” ) of the Warrant that is subject to a Mandatory Redemption, which may constitute all or any part of the Unexercised Portion of the Warrant that has not been covered in a prior Redemption Notice.  For purposes hereof, “Unexercised Portion” shall mean the number of shares outstanding and unexercised with respect to the Warrant in question, plus any and all shares issuable upon any previously submitted notice of exercise of the Warrant which have not yet been delivered to the Holder, in each case as of the date in question.   For purposes of clarity, a Mandatory Redemption as to a given Warrant shall be triggered only by a written Default Notice from the Holder of the Warrant and the delivery of a Default Notice by one Holder as to its Warrant does not trigger a Mandatory Redemption by any other Holder as such other Holder’s Warrant.

The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the “Default Amount Due Date” ).  If the Company fails to pay the Default Amount within five (5) Business Days of written notice that such amount is due and payable (the “Default Amount Due Date” ), then interest shall accrue thereon at a rate of eighteen percent (18%) per annum, compounded monthly (or the maximum amount allowed by applicable law, whichever is less.

(ii) Liquidated Damages .  The parties hereto acknowledge and agree that the sums payable as liquidated damages or pursuant to a Mandatory Redemption shall give rise to liquidated damages and not penalties.  The parties further acknowledge that (i) the amount of loss or damages likely to be incurred by the Holder is incapable or is difficult to precisely estimate, (ii) the amounts specified bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by the Investor, and (iii) the parties are sophisticated business parties and have been represented by sophisticated and able legal and financial counsel and negotiated this Agreement at arm’s length.

The Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to Exercise all other rights and remedies available at law or in equity.”

“ Conversion Price .  The conversion price in effect on any Conversion Date shall be equal to the average of the VWAPs for each of the trading days from July 1, 2009 through August 30, 2009, which the parties agree is equal to $0.45 , subject to adjustment herein (the “ Conversion Price ”).”

“ Monthly Redemption Date ” means the 1 st of each month, commencing immediately upon January 1, 2010, and terminating upon the full redemption of this Debenture.

“ Monthly Redemption Amount ” means an amount equal to the Holder’s Pro Rata Share (as defined in the February 2009 Amendment Agreement) multiplied by $200,000, which the parties agree shall equal the amount set forth to each respective Holder’s name in the table below:

“ Equity Dilution Adjustment to Number of Warrants .  In consideration of the terms hereof, from the date hereof through and including December 31, 2010, anytime that the Company issues equity securities or securities that are convertible or exchangeable into equity securities (as applicable, a “Triggering Issuance” ), including but not limited to securities issued in  an Exempt Issuance (as defined below) and immediately following any such offering, the sum of all of the Holders’ Augmented Fully Diluted Amounts (as defined below) is less than 34.5 % of Company Fully Diluted Amount (as defined below), the Company shall issue to each Holder a number of warrants (the “Makeup Warrants” ) equal to (a) the Holder’s Pro Rata Share (as defined below) of the Minimum Fully Diluted Amount, where the “Minimum Fully Diluted Amount” shall mean 34.5 % of the Company Fully Diluted Amount (as defined below)  immediately following the Triggering Issuance, less (b) the Holder’s Augmented  Fully Diluted Amount immediately prior to the Triggering Issuance.

For purposes hereof,

 “Company Fully Diluted Amount” shall mean the fully diluted number of shares of common stock of the Company at the time in question, including but not limited to securities issued in  Exempt Issuances.

“Exempt Issuance” shall have the meaning ascribed to it in the Securities Purchase Agreement dated September 27, 2007.

“Holder’s Augmented Fully Diluted Amount” shall mean the sum of (i) the number of shares of common stock that would be issuable upon the full conversion of Holder’s Debentures (including principal amounts and accrued and unpaid interest) and upon the full exercise of all of the Holder’s Warrants, in each case as of the date of the applicable Triggering Issuance and in each case without regard to any contractual limitations on the amount that can be converted or exercised, plus (ii) the number of shares of Common Stock of the Company that have been previously issued to the Holder by the Company pursuant to the conversion of the Holder’s Debentures and the exercise of the Holder’s Warrants, and in payment of interest accruing on the Debentures, since their respective issuance dates, and regardless of whether or not such shares of Common Stock have been sold by the Holder.

“Pro Rata Share” shall mean the principal amount of Debentures held by Holder as of immediately following the effectiveness of the February 2009 Amendment Agreement , divided by the aggregate principal amount of Debentures held by all Holders as of immediately following the effectiveness of the February 2009 Amendment Agreement .    For purposes of clarification, each Holder’s Pro Rata Share shall be as follows (the amounts set forth in the following table shall govern absent manifest error):

It is further understood that any issuance of shares of common stock, warrants, securities convertible or exchangeable into common stock or options to anyone, including but not limited to employees, officers, dir