SECOND AMENDMENT AGREEMENT FEBRUARY 16, 2007

Registration Rights Agreement. The first sentence of Section 1.6 of the Agreement is hereby amended by deletion of the phrase “by December 31, 2006”, and insertion, in lieu thereof, of the phrase “by March 16, 2007.” The second sentence of Section 1.6 of the Agreement is hereby amended by deletion of the phrase “March 31, 2007”, and insertion, in lieu thereof, of the phrase “June 15, 2007”.

Reverse Stock Split. Section 7.5 of the Agreement is hereby amended by deletion of the phrase “By December 31, 2006”, and insertion, in lieu thereof, of the phrase “By March 16, 2007”.

Domicile in Delaware. Section 7.4 of the Agreement is hereby amended and restated in its entirety as follows: “Within forty five (45) days following demand made by the Note Requisite Holders at any time during the period commencing on the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, the Company (through a merger with a subsidiary) shall reincorporate in the State of Delaware.”

Amendment to the Registration Rights Agreement.

Registration. The first sentence of Section 2.1 (a) of the Registration Rights Agreement is hereby amended by (i) deletion of the phrase “by December 31, 2006”, and insertion, in lieu thereof, of the phrase “by March 16, 2007”; and (ii) deletion of the phrase “March 31, 2007”, and insertion, in lieu thereof, of the phrase “June 15, 2007”. In addition, the Registration Rights Agreement is hereby further amended to permit the Company, to include in any registration statement filed for the benefit of the Note Requisite Holders, the numbers of shares of common stock of the Company being sold for the account of those other shareholders of the Company identified in Appendix A hereto, it being understood and agreed by the Company that such other shareholders shall not share or otherwise participate in the exercise of any rights that the Note Requisite Holders have pursuant to the Registration Rights Agreement (other than the right to be indemnified by the Company for liabilities under the federal securities laws resulting from any misstatements or omissions of the Company in any such registration statement). This Amendment should not be deemed to be, or construed as, consent by the Investors to include any securities other than Registrable Securities and the securities identified in Appendix A herein into the registration statement filed for the benefit of the Investor.

Limitation on Subsequent Registration Rights. Section 2.3 of the Registration Rights Agreement is hereby amended by deletion of the phrase “following the Effectiveness Date” and insertion, in lieu thereof, of the phrase “after the Registration Statement becomes effective.”

Effect of Amendment. Except as expressly modified by this Amendment, the Agreement and the Registration Rights Agreement shall remain unmodified and in full force and effect.

Entire Agreement. This Amendment together with the Agreement and the Registration Rights Agreement constitute the full and entire understanding and agreement among the Company and the Investor with regard to the subject matters hereof.

Headings. The headings contained in this Amendment are for convenience of reference only and are not to be given any legal effect and shall not affect the meaning or interpretation of this Amendment.

No Waiver. This Amendment shall not be deemed to be, or construed as, a further or continuing waiver of any term, condition or provision in the Agreement, the Registration Rights Agreement, the Note, the Guaranty or any related documents or instruments in any future instance.

FURSA MASTER GLOBAL EVENT

DRIVEN FUND LP