The Purchase Agreement contains customary representations, warranties, conditions to closing and covenants. The Purchase Agreement provides the Investors with piggyback registration rights for the shares underlying the Warrants (the "Warrant Shares"). The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the complete terms of such Purchase Agreement, filed herewith as Exhibit 10.1, which are incorporated herein by reference.

The Notes have an interest rate of 15% per year. Principal and accrued interest is due and payable on September 30, 2011 (the "Maturity Date"). The Notes are subordinate to the Registrant's senior secured indebtedness but senior to all future indebtedness of the Registrant.   The foregoing description of the Note is qualified in its entirety by reference to the complete terms of such Notes, the form of which is filed herewith as Exhibit 10.2, which are incorporated herein by reference.

The Warrants have a three year term, contain standard and customary anti-dilution provisions, and may be exercised on a cashless basis unless the shares underlying the Warrants at the time of exercise are covered by an effective resale registration statement, in which case they must be exercised for cash. The foregoing description of the Warrants is qualified in its entirety by reference to the complete terms of such Warrants, the form of which is filed herewith as Exhibit 10.3, which are incorporated herein by reference.

The Registrant paid its placement agent a cash fee of approximately $65,000.

The Notes, Warrants and Warrant Shares (collectively, the "Securities") have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act or any applicable state securities laws.