AGREEMENTTO AMEND WARRANTS

“         d.    Sales of Common Stock at less than the Exercise Price.  From the date hereof until such time as the Buyers, as defined in the Securities Purchase Agreement, hold no Securities, as defined in the Securities Purchase Agreement, except for (i) issuances under Section 4(o) of the Securities Purchase Agreement, (ii) issuances covered by Sections 7(a) and 7(b) hereof or (ii) an issuance of Common Stock upon exercise or upon conversion of warrants, options or other convertible securities for which an adjustment has already been made pursuant to this Section 7, as to all of which this Section 7(d) does not apply, if the Company closes on the sale or issuance of Common Stock at a price which is less than the Exercise Price then in effect, or warrants, options, convertible debt or equity securities with an exercise price per share or a conversion price which is less than the Exercise Price then in effect, the Exercise Price shall be adjusted immediately thereafter so that it shall equal:

The provisions of this Section 7(d) shall similarly apply to successive issuances of additional shares of Common Stock at a price which is less than the Exercise Price then in effect, or warrants, options, convertible debt or equity securities with an exercise price per share or a conversion price which is less than the Exercise Price.

No adjustment of the Exercise Price shall be made pursuant to this Section 7(d) upon the issuance of any additional shares of Common Stock which are issued pursuant to the exercise of any warrants options, convertible debt or equity securities or other subscription or purchase rights. ”

2.           In consideration of the foregoing amendment, the Company agrees to provide the Buyers a cashless exercise feature to the Warrants.  Accordingly, Section 6 of the Warrants shall be henceforth read:

“6.           Cashless Exercise.  The Warrant Holder may, at its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

4.             This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.