First Amendment to Stockholders Agreement dated March 31, 2009

(a) 

For the period (the “Standstill Period”) commencing on the date hereof and ending on June 30, 2009, no Subject Stockholder shall, and each Subject Stockholder shall cause its Affiliates not to, unless expressly agreed in writing, in advance, by Company, directly or indirectly, in any manner whatsoever:

(1) 

acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase, or otherwise, record or direct or indirect beneficial ownership interest in any Standstill Securities or other securities of the Company or any of its Subsidiaries or any direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company or any of its Subsidiaries;

(2) 

make, effect, initiate, cause or participate in any take-over bid, tender offer, exchange offer, merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving Company or any of its Subsidiaries;

(3) 

other than as a director or officer of the Company, solicit, make, effect, initiate, cause, or in any way participate in, directly or indirectly, any solicitation of proxies or consents from any holders of any securities of Company or any of its Subsidiaries or call or seek to have called any meeting of stockholders of Company or any of its Subsidiaries;

(4) 

form, join or participate in, or otherwise encourage the formation of, any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of Company or any of its Subsidiaries that are not Standstill Securities;

(5) 

arrange, facilitate, or in any way participate, directly or indirectly, in any financing for the purchase of any securities Company or any of its Subsidiaries that are not Standstill Securities;

(6) 

(A) act, directly or indirectly, to seek control or direct the board of directors, stockholders, policies or affairs of the Company or any of its Subsidiaries; (B) solicit, propose, seek to effect or negotiate with any other Person with respect to any form of business combination transaction involving Company or any take-over bid, tender, exchange offer, merger, consolidation, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction involving Company or any of its Subsidiaries; or (C) disclose an intent, purpose, plan or proposal with respect to an acquisition of Company, or any securities or assets of Company or any of its Subsidiaries that are not Standstill Securities;

(b) 

Notwithstanding anything to the contrary in this Section 2.3, the Subject Stockholders shall be permitted during the period commencing on the Effective Date and ending on June 30, 2009 to purchase Standstill Securities subject to the compliance with each of the following conditions:

(1) 

prior to June 30, 2009 the Subject Stockholders shall not purchase Standstill Securities that cause their total ownership of Company common stock to equal or exceed 50% of the outstanding shares of common stock of the Company;

(2) 

during the period commencing on the Effective Date and ending on June 30, 2009 the Subject Stockholders shall not spend more than $1 million to purchase outstanding shares of common stock of the Company;

(3) 

prior to June 30, 2009 the Subject Stockholders shall suspend open market purchases of the Company’s common stock if the Company commences a public offering of securities; and

(4) 

the Subject Stockholders and the Company shall issue a press release that publicly discloses the Amendment prior to commencement of any purchases by the Subject Stockholders which are permitted by this Amendment.

By: 

/s/ Robert T. Ladd

Name: Robert T. Ladd

Title: Authorized Signatory