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

                <td valign="top" width="5%">
                    <p>&nbsp;</p>
                </td>

                <td valign="top" width="90%">
                    <p>&nbsp;</p>
                </td>
            </tr>

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

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

                <td valign="top">
                    <p><font size="2">Notes to allocation table:</font></p>
                </td>
            </tr>

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

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

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

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

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

                <td valign="top">
                    <p align="justify"><font size="2">(i) The allocation of net proceeds from UCC is first to the derivative financial instruments, because current accounting standards require their initial, and ongoing recognition at fair value. The residual is allocated among the Series D Preferred Stock, Secured Notes Payable and warrants based upon their relative fair values. The allocation of net proceeds of management buyers are to the share-linked contracts at their fair values, the
                    Secured Notes Payable at the residual and the difference to compensation expense. The fair value of the Series D Preferred and the Secured Notes Payable were further allocated to the derivative, at fair value, at the host contract at residual.</font></p>
                </td>
            </tr>

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

                <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>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2">(ii) Fair values are determined as follows: The Series D Preferred Stock was valued as a common stock equivalent, using the trading market price on the financing date, plus enhancements associated with certain beneficial features (e.g. anti-dilution adjustments). The Secured Notes Payable were valued as a forward contract using credit-risk adjusted market rates associated with expectations of credit worthiness of the Company. The CED
                    associated with the Series D Preferred Stock was valued using the Monte Carlo Simulation Model. The CED associated with the Secured Notes Payable was valued as a forward contract, using probability trees and credit-risk adjusted market rates. Warrants were valued using the Black-Scholes-Merton Valuation Technique.</font></p>
                </td>
            </tr>
        </tbody></table>
<table>
<tbody><tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p><font>Notes to allocation table:</font></p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p><font>(i) The allocation of net proceeds from UCC is first to the derivative financial instruments, because current accounting standards require their initial, and ongoing recognition at fair value. The residual is allocated among the Series D Preferred Stock, Secured Notes Payable and warrants based upon their relative fair values. The allocation of net proceeds of management buyers are to the share-linked contracts at their fair values, the
                    Secured Notes Payable at the residual and the difference to compensation expense. The fair value of the Series D Preferred and the Secured Notes Payable were further allocated to the derivative, at fair value, at the host contract at residual.</font></p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p><font>(ii) Fair values are determined as follows: The Series D Preferred Stock was valued as a common stock equivalent, using the trading market price on the financing date, plus enhancements associated with certain beneficial features (e.g. anti-dilution adjustments). The Secured Notes Payable were valued as a forward contract using credit-risk adjusted market rates associated with expectations of credit worthiness of the Company. The CED
                    associated with the Series D Preferred Stock was valued using the Monte Carlo Simulation Model. The CED associated with the Secured Notes Payable was valued as a forward contract, using probability trees and credit-risk adjusted market rates. Warrants were valued using the Black-Scholes-Merton Valuation Technique.</font></p>
</td>
</tr>
</tbody></table>