Form of Notice of Guaranteed Delivery

This form is not to be used to guarantee signatures. If a signature on a Subscription Certificate is required to be guaranteed by an Eligible Institution, as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, due to special issuance or delivery instructions, such signature guarantee must appear in the applicable space provided in the signature box of the Subscription Certificate.

The undersigned hereby represents that the undersigned is the holder of a Subscription Certificate(s) representing                      subscription rights and that such Subscription Certificate(s) cannot be delivered to the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise (i) the basic subscription rights to subscribe for & #160;                    shares of Common Stock with respect to the subscription rights represented by such Subscription Certificate(s) and (ii) the oversubscription rights relating to such subscription rights, to the extent that shares of Common Stock that are not otherwise purchased pursuant to the exercise of basic subscription rights (the “Excess Shares”) are available therefore, for an aggregate of up to                      Excess Shares, subject to availability and proration as described in the Prospectus and subject to the maximum number of shares for which holders can oversubscribe without endangering the availability of the Company’s net operating loss carry forwards (“NOLs”) under Section 382 of the Internal Revenue Code.

The undersigned understands that payment of the Subscription Price for each share of Common Stock subscribed for pursuant to the basic subscription rights and the oversubscription rights must be received by the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date and represents that such payment, in the aggregate amount of $            , either (check appropriate box):

●	is being delivered to the Subscription Agent herewith; or

●	has been delivered separately to the Subscription Agent; and
	is or was delivered in the manner set forth below (check appropriate box and complete information relating thereto):

●	bank draft payable to the Subscription Agent, drawn against a U.S. bank; or

●	postal, telegraphic or express money order payable to the Subscription Agent.

Name of Maker
Date of Draft or Money Order
Bank on Which Draft is Drawn or Issuer of Money Order

Signature(s):
Name(s):
(please type or print)

Subscription Certificate No(s) if available:
Address
Telephone: (including area code)
Telephone: (including area code)

The undersigned, a member firm of a registered national securities exchange or member of the National Association of Securities Dealers, Inc., commercial bank or trust company having an office or correspondent in the United States, or other eligible guarantor institution which is a member of or a participant in a signature guarantee program acceptable to the Subscription Agent, hereby guarantees that within three business after the date set forth below, the undersigned will deliver to Continental Stock Transfer & Trust Company (the “Subscription Agent”) the Subscription Certificates representing the subscription rights being exercised hereby, with any requi red signature guarantees and any other required documents.

Name of Firm		Authorized Signature
Address		Name
City, State, Zip Code		Title
Area Code and Telephone Number
Date:_____________________________________