WAND NESTOR INVESTMENTS L P ET AL SC 13D/A

SCHEDULE 13D AMENDMENT NO. 4

EXHIBIT 1 SECURITIES PURCHASE & EXCHANGE AGREEMENT

EXHIBIT 2 AMENDED & RESTATED REGIS RIGHTS AGREEMEN

EXHIBIT 3 CERT. OF POWERS SERIES E

EXHIBIT 4 CERT. OF POWERS SERIES F

EXHIBIT 5 CERT. OF POWERS SERIES G

EXHIBIT 6 CERT. OF POWERS SERIES H

EXHIBIT 7 COMMON STOCK PURCHASE WARRANT

EXHIBIT 8 COMMON STOCK PURCHASE WARRANT

EXHIBIT 9 COMMON STOCK PURCHASE WARRANT

EXHIBIT 10 COMMON STOCK PURCHASE WARRANT

EXHIBIT 11 COMMON STOCK PURCHSE WARRANT

EXHIBIT 12 COMMON STOCK PURCHASE WARRANT

EXHIBIT 13 JOINT FILING AGREEMENT