INVESTMENT AGREEMENT

THIS AMENDMENT NO. 1 (the "Amendment") to that certain Investment Agreement dated _____________(the "Agreement") by and among ________________________ (the "Company"), ________________________("___________") and ___________ ______________________("___________ Investment", and together with ___________, "___________") is made as of this ________________________by and among the Company and ___________. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement. RECITALS: WHEREAS, the Company and ___________ are parties to the Agreement; WHEREAS, pursuant to Section 8.8 of the Agreement, the Company and ___________ desire to amend certain provisions thereof in connection with the Company's sale of its equity securities; and WHEREAS, ___________ is the holder of at least a majority in interest of the Debentures.

Investment , Amended , Provisions , Restated , Securities , Debenture