Amendment Number 2 to 8% Secured Convertible Debenture in the amount of $1,000,000 issued to YA Global Investments, L.P., dated June 12, 2008

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The Fixed Conversion Price shall be $1.50 (taking into effect adjustment due to the August 2008 reverse stock split).

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“Triggering Event” means the occurrence of any of the following: (i) June 30, 2010, or (ii) a failure by the Company’s to achieve any of the Triggering Milestones.

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The following Section 3(f) will be added to the Debenture:

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The following Section 2(a)(x) will be added to the Debenture:

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Section 1(b) of each of the Debenture shall be removed in its entirety and replaced with the following:

(i)  

From and after August 8, 2008, the Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 10% per annum, payable quarterly on March 31, June 30, September 30 and December 31, beginning on the first such date after the Original Issue Date, on each Conversion Date (as to that principal amount then being converted), and on the Maturity Date, or sooner as provided herein (each such date, an “Interest Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), either (A) in cash, (B) at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock at the Interest Conversion Price (the dollar amount to be paid in shares, the “Interest Share Amount”), (C) at the Company’s option, by issuing an Interest Debenture for the amount of Interest being paid (in the form attached hereto as Exhibit II) (the “Interest Debenture”) in the aggregate principal amount equal to such interest amount, or (D) a combination thereof of (A), (B) and (C); provided, however, that payment, pursuant to subsection (B), in shares of Common Stock may only occur if (i) all of the Equity Conditions have been met (unless waived by the Holder in writing) during the 20 Trading Days immediately prior to the applicable Interest Payment Date (the “Interest Notice Period”) and through and including the date such shares of Common Stock are actually issued to the Holder, and (ii) the Company shall have given the Holder notice in accordance with the notice requirements set forth below; provided, further, however, if the Company shall determine to pay interest in the form of an Interest Debenture, attached hereto as Exhibit II, or in the form of shares of Common Stock, the Company shall deliver such Interest Debenture, registered in the name of the Holder and in the aggregate principal amount equal to such interest payment, or such shares of Common Stock, no later than three (3) Trading Days following the Interest Payment Date.

(ii)  

Company’s Election to Pay Interest in Cash, Shares of Common Stock or Interest Debenture.  Subject to the terms and conditions herein, the decision whether to pay interest hereunder in cash, shares of Common Stock, or in the form of an Interest Debenture, or a combination thereof, shall be at the sole discretion of the Company.  Prior to the commencement of any Interest Notice Period, the Company shall deliver to the Holder a written notice of its election to pay interest hereunder on the applicable Interest Payment Date either in cash, shares of Common Stock, an Interest Payment Debenture or a combination thereof, provided that the Company may indicate in such notice that the election contained in such notice shall apply to future Interest Payment Dates until revised by a subsequent notice.  During any Interest Notice Period, the Company’s election (whether specific to an Interest Payment Date or continuous) shall be irrevocable as to such Interest Payment Date.  Subject to the aforementioned conditions, failure to timely deliver such written notice to the Holder shall be deemed an election by the Company to pay the interest on the Interest Payment Date in cash.  At any time the Company delivers a notice to the Holder of its election to pay the interest in shares of Common Stock, the Company shall timely file a prospectus supplement pursuant to Rule 424 disclosing such election, unless Company Counsel is able to provide the Transfer Agent with a Rule 144 opinion as to such shares.

(iii)  

Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made.  Payment of interest in shares of Common Stock shall otherwise occur pursuant to Section 4(b) herein and, solely for purposes of the payment of interest in shares, the Interest Payment Date shall be deemed the Conversion Date.  Interest shall cease to accrue with respect to any principal amount converted, provided that, the Company actually delivers the Conversion Shares within the time period required by Section 4(b) herein.  Interest hereunder will be paid to the Person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of this Debenture.

(iv)  

Late Fee.  All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.  Notwithstanding anything to the contrary contained herein, if, on any Interest Payment Date the Company has elected to pay accrued interest in the form of Common Stock but the Company is not permitted to pay accrued interest in Common Stock because it fails to satisfy the conditions for payment in Common Stock set forth in Section 1(b) herein, then, at the option of the Holder, the Company, in lieu of delivering either shares of Common Stock pursuant to this Section 1(b) or paying the regularly scheduled interest payment in cash, shall deliver, within three (3) Trading Days of each applicable Interest Payment Date, an amount in cash equal to the product of (x) the number of shares of Common Stock otherwise deliverable to the Holder in connection with the payment of interest due on the Interest Payment Date multiplied by (y) the highest VWAP during the period commencing on the Interest Payment Date and ending on the Trading Day prior to the date such payment is actually made.  If any Interest Conversion Shares are issued to the Holder in connection with an Interest Payment Date and are not applied against an Interest Share Amount, then the Holder shall promptly return such excess shares to the Company.

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The definition of “Interest Payment Date” set forth in Section 17(n) shall be deleted and replaced with the following:

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The form of Interest Debenture attached as Exhibit II to that certain letter agreement dated August 8, 2008 shall be attached as Exhibit II to the Debenture.

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 The definition of “Equity Conditions” set forth in Section 17(i) shall be deleted and replaced with the following: