EXTENSIONAGREEMENT

WHEREAS, the Holder have loaned in the aggregate $625,000 to the Company, which loans are evidenced by various promissory notes issued to the Holders with a maturity date of February 18, 2009 (collectively, the “Notes”), which Notes are secured by a lien and pledge on certain securities pursuant to the terms of that certain Pledge Agreement entered into on November 18, 2008 by Pledgor in favor of the Holders; initially capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Notes or Pledge Agreement, as the case may be; and

WHEREAS, the Company wishes to extend the maturity date of the Notes in accordance with the terms hereof;

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Extension of Maturity Date. The Maturity Date under the Notes is hereby extended from February 18, 2009 until May 18, 2009, provided that, upon the Borrower receiving any debt, equity or other financing, the Notes shall be repaid, on a pro rata basis among the Holders, with 100% of the net proceeds from such financing.

4.    Pledge Agreement.  The Pledge Agreement shall remain in full force and effect and not in any way be effected by the extension of the Maturity Date granted herein.

6.    Full Force and Effect.  Except as otherwise expressly provided herein, the Note and the Pledge Agreement (“Transaction Documents”) shall remain in full force and effect.  Except for any waivers and modifications contained herein, this Agreement shall not in any way waive or prejudice any of the rights or obligations of the Holders or the Company under the Transaction Documents, under any law, in equity or otherwise, and such waivers and modifications shall not constitute a waiver or modification of any other provision of the Transaction Documents nor a waiver or modification of any subsequent default or breach of any obligation of the Company or of any subsequent right of the Holder.