<table>
            <tbody><tr style="FONT-SIZE: 1px">
                <td valign="top" width="5%">
                    <p>&nbsp;</p>
                </td>

                <td valign="top" width="95%">
                    <p align="justify">&nbsp;</p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2">Closing costs of $325,000 were paid directly to the lead investor with $162,500 paid at closing and the remaining portion to be paid in even monthly installments of $27,083.33 over the next six months. The Company agreed to reimburse UCC $250,000 of out-of-pocket expenses of which $150,000 was paid upon signing of the agreement and the remainder paid at closing. As required by current accounting standards, financing costs paid directly to an
                    investor or creditors are reflected in the allocation as original issue discount to the financial instruments.</font></p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify">&nbsp;</p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2">Fair Value Considerations:</font></p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify">&nbsp;</p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2">The development of fair values of financial instruments necessary to perform the accounting allocations, as well as the ongoing accounting in the case of the CED, requires the selection of appropriate methodologies and the estimation of often subjective assumptions. The Series D Preferred Stock and Senior Notes were valued based upon forward redemption amounts, discounted by credit-risk and market adjusted interest rates for corporate bonds
                    issued by companies in similar credit standing. The Preferred Stock CED was valued using the Monte Carlo simulation technique, which is an option-type valuation technique that simulates multiple outcomes along ranges of assumptions including volatility, credit risk, interest risk, and redemption behavior estimates. The Warrants were valued using the Black-Scholes-Merton Valuation Technique. The Company selected the valuation techniques based upon consideration of the types
                    of assumptions that market participants would likely consider in exchanging the financial instruments in market transactions.</font></p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify">&nbsp;</p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2">Significant assumptions embodied in these methods as of the financing inception date and as of December 31, 2009 are as follows:</font></p>
                </td>
            </tr>
        </tbody></table>
<table>
<tbody><tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p><font>Closing costs of $325,000 were paid directly to the lead investor with $162,500 paid at closing and the remaining portion to be paid in even monthly installments of $27,083.33 over the next six months. The Company agreed to reimburse UCC $250,000 of out-of-pocket expenses of which $150,000 was paid upon signing of the agreement and the remainder paid at closing. As required by current accounting standards, financing costs paid directly to an
                    investor or creditors are reflected in the allocation as original issue discount to the financial instruments.</font></p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p><font>Fair Value Considerations:</font></p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p><font>The development of fair values of financial instruments necessary to perform the accounting allocations, as well as the ongoing accounting in the case of the CED, requires the selection of appropriate methodologies and the estimation of often subjective assumptions. The Series D Preferred Stock and Senior Notes were valued based upon forward redemption amounts, discounted by credit-risk and market adjusted interest rates for corporate bonds
                    issued by companies in similar credit standing. The Preferred Stock CED was valued using the Monte Carlo simulation technique, which is an option-type valuation technique that simulates multiple outcomes along ranges of assumptions including volatility, credit risk, interest risk, and redemption behavior estimates. The Warrants were valued using the Black-Scholes-Merton Valuation Technique. The Company selected the valuation techniques based upon consideration of the types
                    of assumptions that market participants would likely consider in exchanging the financial instruments in market transactions.</font></p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p><font>Significant assumptions embodied in these methods as of the financing inception date and as of December 31, 2009 are as follows:</font></p>
</td>
</tr>
</tbody></table>