SEC 0001213900 23 098983

Section 6.01(a): the Purchaser shall pay a per-Share amount equal to 90% of the average Daily Closing Price during the Draw Down Pricing Period. Subject to Section 4.06 hereof, the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the 'Draw Down Limit') of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date.

Section 4.08(a): The Company shall not enter into any agreement, the principal purpose of which is to secure an 'equity line' similar to the financing provided for under this Agreement during the Investment Period.

Section 4.12(a): the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith

Section 4.12(b): On the first anniversary following the Public Listing Date (the 'Adjustment Date'), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the Common Shares for the 10 Trading Days following the Adjustment Date (the 'Current Trading Price') is less than 90% of the then-current exercise price of the Warrant, the exercise price of such remaining Warrant shall adjust to 105% of the Current Trading Price.

Section 7.01 Term, Termination by Mutual Consent. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of (i) thirty-six (36) consecutive months from the Public Listing Date (the 'Investment Period'); (ii) thirty-six (36) months from the Effective Date (as may be extended for the duration of the Investment Period if the Public Listing Date falls within such three (3) year period), (iii) the date the Purchaser shall have purchased the Aggregate Limit, and (iv) in the Company's sole discretion at any time as long as the Company has issued or remains obligated to issue the Warrant on the Public Listing Date pursuant to Section 4.12(b) and to pay the Commitment Fee as required by Section 4.12(a).

Section 7.02 Effect of Termination. In the event of termination by the Company or the Purchaser, the transactions contemplated by this Agreement shall be terminated without further action by either party, it being understood that the Warrant and Registration Rights Agreement shall not terminate and shall continue to survive in accordance with their respective terms.