SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

Firepond, Inc.

(Name of Issuer)

Common Stock, $0.001 pare value per share

(Title of Class of Securities)

31822L104

(CUSIP Number)

FP Tech Holdings, LLC
270B N. Washington Ave.
Marshall, Texas 75670
(214)438-0801

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 17, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 31822L104 

1	NAMES OF REPORTING PERSONS FP Tech Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
		7	SOLE VOTING POWER
NUMBER OF			5,387,8041
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,387,8041
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,387,804 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.252
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

1

See Items 3 and 5.

2

Based on 8,349,239 shares of Common Stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Company on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech Holdings, LLC and the Issuer, and that certain Operating Agreement of CWC Holdings, LLC dated April 24, 2008, by and between TechDev Holdings, LLC and the Issuer, both of which were entered into simultaneously with the Amendment and Exchange Agreements, dated April 24, 2008, by and among the Issuer and certain Investors, defined therein.

CUSIP No. 31822L104 

1	NAMES OF REPORTING PERSONS Erich Spangenberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,744,9171
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			11,744,9171
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,744,917 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	72.49%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1

5,387,804 shares are held by FP Tech Holdings, LLC (“FP Tech”), 6,000,000 shares are held by CWC Holdings, LLC (“CWC”) and 357,113 shares are held by NMPP, Inc. Erich Spangenberg is the manager of CWC and the manager of TechDev Holdings, LLC (“TechDev”), the sole member of FP Tech and a member of CWC. Through his position as manager of CWC and TechDev, Mr. Spangenberg may have the power to dispose of or direct the disposition of shares of Common Stock owned by CWC and FP Tech. As a result, Mr. Spangenberg may be deemed to have beneficial ownership of the 6,000,000 shares owned of record by CWC and the 5,387,804 shares owned of record by FP Tech. Further, through his position as president, sole director and sole shareholder of NMPP, Inc., Mr. Spangenberg may have the power to dispose of or direct the disposition of shares of Common Stock owned by NMPP, Inc., and Mr. Spangenberg may be deemed to have beneficial ownership of the 357,113 shares owned of r ecord by NMPP, Inc.

2

Based on 8,349,239 shares of Common Stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Company on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech Holdings, LLC and the Issuer, and that certain Operating Agreement of CWC Holdings, LLC dated April 24, 2008, by and between TechDev Holdings, LLC and the Issuer, both of which were entered into simultaneously with the Amendment and Exchange Agreements, dated April 24, 2008, by and among the Issuer and certain Investors, defined therein.

CUSIP No. 31822L104 

1	NAMES OF REPORTING PERSONS Acclaim Financial Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,387,8041
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			11,387,8041
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,387,804 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.29%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

1

5,387,804 shares are held by FP Tech Holdings, LLC (“FP Tech”) and 6,000,000 are held by CWC Holdings, LLC (“CWC”). Acclaim Financial Group, LLC (“AFG”) is the sole member of TechDev Holdings, LLC (f/k/a Plutus IP, LLC) (“TechDev”), the sole member of FP Tech and a member of CWC. Through its membership interest in TechDev, AFG may have the power to dispose of or direct the disposition of shares of Common Stock owned by FP Tech and CWC. As a result, AFG may be deemed to have beneficial ownership of the 11,387,804 shares owned of record by FP Tech and CWC.

2

Based on 8,349,239 shares of Common Stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Company on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech Holdings, LLC and the Issuer, and that certain Operating Agreement of CWC Holdings, LLC dated April 24, 2008, by and between TechDev Holdings, LLC and the Issuer, both of which were entered into simultaneously with the Amendment and Exchange Agreements, dated April 24, 2008, by and among the Issuer and certain Investors, defined therein.

CUSIP No. 31822L104 

1	NAMES OF REPORTING PERSONS TechDev Holdings, LLC (f/k/a Plutus IP, LLC)1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,387,8042
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			11,387,8042
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,387,804 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.29%3
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

1	Plutus IP, LLC changed its name to TechDev Holdings, LLC effective April 18, 2008.
2	5,387,804 shares are held by FP Tech Holdings, LLC (“FP Tech”) and 6,000,000 are held by CWC Holdings, LLC (“CWC”). TechDev Holdings, LLC (f/k/a Plutus IP, LLC) (“TechDev“) is the sole member of FP Tech and a member of CWC. Through its membership interest in FP Tech and CWC, TechDev may have the power to dispose of or direct the disposition of shares of Common Stock owned by FP Tech and CWC. As a result, TechDev may be deemed to have beneficial ownership of the 11,387,804 shares owned of record by FP Tech and CWC.
3	Based on 8,349,239 shares of Common Stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Company on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech Holdings, LLC and the Issuer, and that certain Operating Agreement of CWC Holdings, LLC dated April 24, 2008, by and between TechDev Holdings, LLC and the Issuer, both of which were entered into simultaneously with the Amendment and Exchange Agreements, dated April 24, 2008, by and among the Issuer and certain Investors, defined therein.

CUSIP No. 31822L104 

1	NAMES OF REPORTING PERSONS Audrey Spangenberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,387,8041
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			11,387,8041
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,387,8041 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.29%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1

5,387,804 shares are held by FP Tech Holdings, LLC (“FP Tech”) and 6,000,000 are held by CWC Holdings, LLC ("CWC"). Audrey Spangenberg is the manager of FP Tech, and the managing member and 99% owner of Acclaim Financial Group, LLC (“AFG”), the sole member of TechDev Holdings, LLC (f/k/a Plutus IP, LLC), the entity which is the sole member of FP Tech and a member of CWC. Through her position as manager of FP Tech and membership interest in AFG, Ms. Spangenberg may have the power to dispose of or direct the disposition of shares of Common Stock owned by FP Tech and CWC. As a result, Ms. Spangenberg may be deemed to have beneficial ownership of the 11,387,804 shares owned of record by FP Tech and CWC.

2

Based on 8,349,239 shares of Common Stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Company on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech Holdings, LLC and the Issuer, and that certain Operating Agreement of CWC Holdings, LLC dated April 24, 2008, by and between TechDev Holdings, LLC and the Issuer, both of which were entered into simultaneously with the Amendment and Exchange Agreements, dated April 24, 2008, by and among the Issuer and certain Investors, defined therein.

CUSIP No. 31822L104 

1	NAMES OF REPORTING PERSONS Christian Spangenberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,387,8041
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			11,387,8041
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,387,804 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.29%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1

5,387,804 shares are held by FP Tech Holdings, LLC (“FP Tech”) and 6,000,000 are held by CWC Holdings, LLC (“CWC”). Audrey Spangenberg is the manager of FP Tech, and the managing member and 99% owner of Acclaim Financial Group, LLC (“AFG”), the sole member of TechDev Holdings, LLC (f/k/a Plutus IP, LLC), the entity which is the sole member of FP Tech and a member of CWC. Through her position as manager of FP Tech and membership interest in AFG, Ms. Spangenberg may have the power to dispose of or direct the disposition of shares of Common Stock owned by FP Tech and CWC. As a result, Ms. Spangenberg may be deemed to have beneficial ownership of the 11,387,804 shares owned of record by FP Tech and CWC.

2

Based on 8,349,239 shares of Common Stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Company on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech Holdings, LLC and the Issuer, and that certain Operating Agreement of CWC Holdings, LLC dated April 24, 2008, by and between TechDev Holdings, LLC and the Issuer, both of which were entered into simultaneously with the Amendment and Exchange Agreements, dated April 24, 2008, by and among the Issuer and certain Investors, defined therein.

CUSIP No. 31822L104 

1	NAMES OF REPORTING PERSONS NMPP, Inc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
		7	SOLE VOTING POWER
NUMBER OF			357,1131
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			357,1131
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	357,113 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.27%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1

357,113 shares are held by NMPP, Inc. Note: The number of shares held by NMPP, Inc. was erroneously reported as 336,563 in the original Schedule 13D.

2

Based on 8,349,239 shares of Common Stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer’s Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Company on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech Holdings, LLC and the Issuer, and that certain Operating Agreement of CWC Holdings, LLC dated April 24, 2008, by and between TechDev Holdings, LLC and the Issuer, both of which were entered into simultaneously with the Amendment and Exchange Agreements, dated April 24, 2008, by and among the Issuer and certain Investors, defined therein.

CUSIP No. 31822L104 

1	NAMES OF REPORTING PERSONS CWC Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Texas
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,000,0001
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			6,000,0001
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,000,0001 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.11%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1

See Items 3 and 5.

2

Based on 8,349,239 shares of Common Stock of Firepond, Inc. (the “Issuer”) outstanding as of February 14, 2008, as reported in the Issuer's Form 10-QSB for the period ended December 31, 2007, filed on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Company on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech Holdings, LLC and the Issuer, and that certain Operating Agreement of CWC Holdings, LLC dated April 24, 2008, by and between TechDev Holdings, LLC and the Issuer, both of which were entered into simultaneously with the Amendment and Exchange Agreements, dated April 24, 2008, by and among the Issuer and certain Investors, defined therein.

Item 1. Security and Issuer

     The Schedule 13D filed on January 11, 2008 (the “Schedule 13D”) by FP Tech Holdings, LLC, a Texas limited liability company (“FP Tech”), as amended by Amendment No. 1 filed on March 11, 2008 and Amendment No. 2 filed April 24, 2008, relating to the shares of Common Stock, $0.001 par value per share, of Firepond, Inc., a Delaware corporation (the “Issuer”), is hereby amended by this Amendment No. 3 to the Schedule 13D. The principal executive offices of the Issuer are located at 205 Newbury Street, Suite 205, Framingham, MA 01701.

Item 2. Identity and Background

     (a) -(b) The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons.”

Erich Spangenberg
Two Lincoln Centre
5420 LBJ Freeway Suite 750
Dallas, Texas 75240

Audrey Spangenberg
Two Lincoln Centre
5420 LBJ Freeway Suite 750
Dallas, Texas 75240

Christian Spangenberg
Two Lincoln Centre
5420 LBJ Freeway Suite 750
Dallas, Texas 75240

Acclaim Financial Group, LLC
207C N. Washington Ave.
Marshall, Texas 75670

FP Tech Holdings, LLC
207C N. Washington Ave.
Marshall, Texas 75670

NMPP, Inc.
207C N. Washington Ave.
Marshall, Texas 75670

TechDev Holdings, LLC
(f/k/a Plutus IP, LLC)
207C N. Washington Ave.
Marshall, Texas 75670

CWC Holdings, LLC
Two Lincoln Centre
5420 LBJ Freeway Suite 750
Dallas, Texas 75240

Page 13

     (c) The principal business of FP Tech Holdings, LLC (“FP Tech”) and TechDev Holdings, LLC (“TechDev”) is as an investment holding company. The principal business of Acclaim Financial Group, LLC (“AFG”), NMPP, Inc. and CWC Holdings, LLC (“CWC”) is holding investments and providing strategic advisory services. Audrey Spangenberg is the sole manger of FP Tech, sole managing member of AFG, and effective as April 25, 2008 a director of the Issuer. Erich is the manager of CWC and TechDev and sole shareholder, president and director of NMPP, Inc (“NMPP”). Christian Spangenberg, along with Audrey Spangenberg, owns all the outstanding equity interests of AFG.

     (d) N/A

     (e) N/A

     (f) United States

Item 3. Source and Amount of Funds or Other Consideration

     Item 3 is hereby amended to add:

          As reported by Amendment No. 2 to the Schedule 13D, filed on April 24, 2008, on April 17, 2008, FP Tech consummated a transaction pursuant to an Assignment Agreement, a copy of which is attached hereto as Exhibit 5, by and between FP Tech and Plexus Fund Limited (“Plexus”), whereby Plexus assigned the following securities to FP Tech for an aggregate $250,000 in cash: (i) 81,250 shares of Common Stock; (ii) a warrant to purchase 60,714 shares of Common Stock (the “Warrant”), at a conversion price of $7.00, with an expiration date of January 2012; (iii) a senior secured convertible note due January 2009, in the aggregate principal amount of $280,000, convertible into 40,000 shares of Common Stock at a conversion price of $7.00 per share (the “CAP Note”); and (iv) a senior secured subordinated note due May 2008, in the aggregate principal amount of $168,875 (the “Bridge Note”).

          On April 17, 2008, the Issuer purchased from Frank Delape and his minor children, and affiliates related thereto, the following securities: (i) 868,942 shares of Common Stock of the Issuer for $0.30 per share; and (ii) 17,500 shares of Common Stock of the Issuer for $0.6758 per share.

          On April 24, 2005, the Issuer entered into those certain Amendment and Exchange Agreements (the “Exchange Agreements,” a form of which is attached hereto as Exhibit 6) with certain Investors, defined therein, constituting all the outstanding noteholders of the Issuer, including FP Tech. On April 25, 2008, as more fully described in the Form 8-K filed by the Issuer on April 29, 2008, pursuant to the Exchange Agreements, the Issuer exchanged with the Investors, all upon the same terms, its outstanding senior secured convertible notes due January 2009, warrants to purchase Common Stock, and senior secured subordinated notes due May 2008. As a part of this transaction, FP Tech, exchanged its CAP Note, Warrant and Bridge Note for: (i) a warrant to purchase 60,714 shares of Common Stock, at a conversion price of $7.00, with an expiration date of January 2014; (ii) a senior secured convertible note due December 2009, in the aggregate principal amount of $280,000, convertible into 40,000 shares of Common Stock at a conversion price of $7.00 per share; (iii) a senior secured subordinated note due July 2009, in the aggregate principal amount of $168,875, and (iv) 9,000 shares of Common Stock.

Page 14

          In connection with entering into the Exchange Agreements, the Issuer entered into a Common Stock Purchase Agreement (the “Stock Agreement,” attached hereto as Exhibit 7) with FP Tech, whereby: (i) the Issuer sold to FP Tech 1,071,429 shares of Common Stock at a purchase price of $1.40 per share for an aggregate cash purchase price of $1,500,000; (ii) the Issuer sold to FP Tech 241,840 shares of Common Stock at a purchase price of $1.40 per share in exchange for the cancellation of certain senior secured convertible notes due January 2009 with an aggregate outstanding balance of $338,576, convertible into 48,000 shares of Common Stock; (iii) the Issuer sold to FP Tech 72,572 shares of Common Stock at a purchase price of $1.40 per share in exchange for the cancellation of the aggregate outstanding balance of $101,600.76 under that certain Equipment Lease Agreement, dated February 11, 2008, by and between FP Tech and the Issuer; and (iv) FP Tech acquired the option to purchase, on or before July 31, 2008, an additional 357,143 shares of Common Stock at a purchase price of $1.40 per share.

          In connection with entering into the Exchange Agreements, the Issuer entered into a Company Agreement (the “Company Agreement,” attached hereto as Exhibit 8) of CWC, with TechDev, as members of CWC. Pursuant to the Company Agreement, the Issuer, as a non-voting Class B Member of CWC, in exchange for the right to receive 10% of the distributions of CWC made as a capital contribution to CWC 6,000,000 shares of Common Stock (the “Shares”). TechDev, as a Class A Member of CWC, in exchange for the right to receive 90% of the distributions of CWC made as a capital contribution certain membership interests in certain limited liability companies controlled by TechDev. Pursuant to the terms of the Company Agreement, and as more fully described in the Form 8-K filed by the Company on April 29, 2008, TechDev may forego any distributions from CWC and allow those distributions to be distributed to the Issuer in exchange for the issuance of a portion of the Shares held by CWC at a price determined pursuant to the formula set forth in the Company Agreement.

          Unless otherwise specified, all funds, or other consideration used to acquire the securities of the Issuer in the transactions described in this Item 3 on behalf of the Reporting Persons have come from the assets controlled by such Reporting Persons and their affiliates.

Item 4. Purpose of Transaction

          The Reporting Persons acquired the securities of the Issuer in the transactions described in Item 3, incorporated herein by reference, in the belief that the shares were undervalued. The Reporting Persons intend to seek to have conversations with members of the Issuer’s management to discuss ideas that management and the Reporting Persons may have to enhance shareholder value. The Reporting Persons may, from time to time and at any time, acquire additional shares in the open market or otherwise and reserve the right to dispose of any or all of their shares in the open market or otherwise, at any time from time to time, and to engage in any hedging or similar transactions with respect to the shares.

Item 5. Interest in Securities of the Issuer

     (a) FP Tech owns 5,387,804 shares of Common Stock of the Issuer, representing 33.25% of the issued and outstanding shares of the Common Stock of the Issuer. The 5,387,804 shares include the following derivative securities: (i) an option to acquire 357,143 shares of Common Stock on or before July 30, 2008 for a price of $1.40 per share; (ii) 40,000 shares of Common Stock issuable upon conversion of a senior secured convertible note due December 2009; and (iii) 60,714 shares of Common Stock issuable upon the exercise of a warrant to purchase Common Stock. Because (i) Audrey Spangenberg, in her role as the managing member of AFG and the sole manager of FP Tech, controls FP Tech’s voting and investment decisions, (ii) TechDev, in its role as the sole member of FP Tech, controls FP Tech’s voting and investment decisions, (iii) AFG, as the sole member of TechDev, the sole member of FP Tech, controls FP Tech’s voting and investment decisions, (iv) Erich Spangenberg, in his role as the manager of TechDev, the sole member of FP Tech, controls FP Tech’s voting and investment decisions, and (v) Christian Spangenberg is an owner of membership interests of AFG, Audrey Spangenberg, Erich Spangenberg, TechDev, AFG and Christian Spangenberg may be deemed to have beneficial ownership of the shares owned of record by FP Tech. Christian Spangenberg does not possess voting or investment power with respect to these shares.

     CWC owns 6,000,000 shares of Common Stock of the Issuer, representing 38.11% of the issued and outstanding shares of the Common Stock of the Issuer. Because (i) TechDev, in its role as a member of CWC, controls CWC’s voting and investment decisions, (ii) AFG, as the sole member of TechDev, controls CWC’s voting

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and investment decisions, (iii) Audrey Spangenberg, in her role as the managing member of AFG, the sole member of TechDev, controls CWC’s voting and investment decisions, (iv) Erich, in his role as the manager of CWC, controls CWC’s voting and investment decisions, and (v) Christian Spangenberg is an owner of AFG, Audrey Spangenberg, TechDev, AFG, Erich Spangenberg and Christian Spangenberg may be deemed to have beneficial ownership of the shares owned of record by CWC. Christian Spangenberg does not possess voting or investment power with respect to these shares.

     NMPP, Inc. owns 357,113 shares of Common Stock of the Issuer, representing 2.2% of the issued and outstanding shares of the Common Stock of the Issuer. Because Erich Spangenberg, as the president, sole director and shareholder of NMPP, Inc., controls its voting and investment decisions, Mr. Spangenberg may be deemed to have beneficial ownership of the shares owned of record by NMPP, Inc. Note: The number of shares held by NMPP, Inc. was erroneously reported as 336,563 in the original Schedule 13D.

     All ownership percentages are based on 8,349,239 shares of Common Stock the Issuer outstanding as of February 14, 2008, as reported in the Issuer’s 10-QSB for the period ended December 31, 2007, filed with the Securities and Exchange Commission on February 15, 2008, plus an additional 7,394,841 shares of Common Stock issued by the Issuer on April 25, 2008, as more fully described in the Form 8-K filed by the Issuer on April 29, 2008, in connection with that certain Common Stock Purchase Agreement dated April 24, 2008, by and between FP Tech and the Issuer, and that certain Operating Agreement of CWC dated April 24, 2008, by and between TechDev and the Issuer.

     (b) See Item 5(a), and with respect to each Reporting Person, the responses to Rows 7 through 10 set forth for such Reporting Person on the cover pages hereto.

     (c) Except as described in Item 3, incorporated herein by reference, and as disclosed below, none of the Reporting Persons has effected any transactions in the Common Stock covered by this Amendment No. 3 to the Schedule 13D since the most recent filing on the Schedule 13D. Effective as of April 25, 2008, FP Tech granted to each of two (2) certain non-employee directors an option to purchase Common Stock of the Issuer. Each option granted is for 100,000 shares of Common Stock, with an exercise price of $1.40, and is exerciseable as follows: (i) 25% of the shares covered by the option are exerciseable as of April 25, 2008; and (ii) the remaining 75% of the shares are exercisable in three equal installments every 90 days thereafter.

     (d) Not Applicable

     (e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

          Except as described in Items 1-7 of this Amendment No. 3 to the Schedule 13D, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relations (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholdings of proxies, between Reporting Persons and any other person with respect to the Common Stock or other securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description
1	Joint Filing Agreement dated January 11, 2008 among NMPP, Inc., FP Tech Holdings, LLC, Plutus IP, LLC, Acclaim Financial Group, LLC, Audrey Spangenberg, Christian Spangenberg and Erich Spangenberg (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D by FP Tech Holdings, LLC, filed with the Commission on January 11, 2008).

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Exhibit No.	Description
2	Stock Purchase Agreement, dated as of January 3, 2008, by and among FP Tech Holdings, LLC and Sellers, listed therein (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D by FP Tech Holdings, LLC, filed with the Commission on January 11, 2008).
3	Note, dated as of January 3, 2008, by and among FP Tech Holdings, LLC and Sellers, listed therein (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D by FP Tech Holdings, LLC, filed with the Commission on January 11, 2008).
4	Security Agreement, dated as of January 3, 2008, by and among FP Tech Holdings, LLC and Sellers, listed therein (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D by FP Tech Holdings, LLC, filed with the Commission on January 11, 2008).
5	Assignment Agreement, by and between FP Tech Holdings, LLC and Plexus Fund Limited (incorporated by reference to the same-numbered exhibited filed with the Schedule 13D/A by FP Tech Holdings, LLC, filed with the Commission on April 24, 2008).
6	Form of Amendment and Exchange Agreement dated April 24, 2008, by and between the Issuer and the Investor, defined therein.
7	Common Stock Purchase Agreement dated April 24, 2008, by and between the Issuer and FP Tech Holdings, LLC.
8	Company Agreement of CWC Holdings, LLC dated April 24, 2008, by and between the Issuer and TechDev Holdings, LLC.
9	Joint Filing Agreement dated April 29, 2008 among NMPP, Inc., FP Tech Holdings, LLC, TechDev Holdings, LLC, Acclaim Financial Group, LLC, CWC Holdings, LLC, Audrey Spangenberg, Christian Spangenberg and Erich Spangenberg.

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Signatures

     After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 29, 2008

FP Tech Holdings, LLC
By:	/s/ Audrey Spangenberg
	Name:	Audrey Spangenberg
	Title:	Manager
Audrey Spangenberg
/s/ Audrey Spangenberg
Name:Audrey Spangenberg
Christian Spangenberg
/s/ Audrey Spangenberg
By: Audrey Spangenberg, as parent on behalf of Christian Spangenberg
Acclaim Financial Group, LLC
By:	/s/ Audrey Spangenberg
	Name:	Audrey Spangenberg
	Title:	Managing Member
Erich Spangenberg
/s/ Erich Spangenberg
Name:Erich Spangenberg
NMPP, Inc.
By:	/s/ Erich Spangenberg
	Name:	Erich Spangenberg
	Title:	President

TechDev Holdings, LLC (f/k/a Plutus IP, LLC)
By:	/s/ Erich Spangenberg
	Name:	Erich Spangenberg
	Title:	Manager

CWC Holdings, LLC
By:	/s/ Erich Spangenberg
	Name:	Erich Spangenberg
	Title:	Manager

Page 18

EX-99.6

Exhibit 6

AMENDMENT AND EXCHANGE AGREEMENT

     AMENDMENT AND EXCHANGE AGREEMENT (the “Agreement”), dated as of April 24, 2008, by and among Firepond, Inc. (formerly known as FP Technology, Inc.), a Delaware corporation, with headquarters located at 205 Newbury Street, Suite 204, Framingham, MA 01701 (the ”Company”) and                                          (the “Investor”).

     WHEREAS:

     A. Pursuant to that certain Securities Purchase Agreement, dated March 29, 2006 (the “Original CAP Purchase Agreement”), by and among the Investor (or its predecessors in interest) and certain other investors signatory thereto (or their predecessors in interest) (the “Other Investors”, and together with the Investor, the “Investors”) and the Company’s predecessor, AFG Enterprises USA, Inc., the Investors acquired (i) certain Senior Secured Notes Due 2011 in the aggregate principal amount of $50,000,000 (the “Original CAP Notes”) issued under an Indenture with The Bank of New York, as Trustee, dated March 29, 2006 (the “Original CAP Indenture”); and (ii) certain warrants (the “Original CAP Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”).

     B. Pursuant to that certain Master Exchange Agreement, dated as of January 24, 2007 (the “CAP Exchange Agreement”), by and among each of the Investors (or their predecessors in interest) and the Company, the Investors exchanged all of the Original CAP Notes and Original CAP Warrants in the aggregate for (i) $45,000,000 in cash plus certain accrued interest on the Original CAP Notes, (ii) certain Senior Secured Convertible Notes Due 2009 in an aggregate principal amount of $5,600,000 (the “Second CAP Notes”) issued under that certain Indenture with The Bank of New York, as Trustee (the “Trustee”), dated January 24, 2007 (as amended and supplemented from time to time, the “Second CAP Indenture”), which are convertible into shares of Common Stock (the “Second CAP Conversion Shares”), (iii) certain warrants to purchase shares of Common Stock (the “Second CAP Warrants”, and as exercised, the “Second CAP Warrant Shares”) and (iv) 1,500,000 additional shares of Common Stock (the “Second CAP Common Shares”).

     C. The Second CAP Notes are secured by a security interest in all of the assets of the Company pursuant to that Security Agreement, dated January 24, 2007 (the “CAP Security Agreement”), by and between the Company and The Bank of New York, as collateral agent (the “CAP Collateral Agent”).

     D. The Company and certain of the Investors (the “Bridge Purchasers”) are parties to that certain Securities Purchase Agreement, dated as of August 2, 2007 (the “Existing Bridge Securities Purchase Agreement”), pursuant to which, among other things, certain Investors purchased from the Company certain senior secured notes in an aggregate principal amount of $3,337,500 (the “Existing Bridge Notes”).

     E. The Existing Bridge Notes are secured by a security interest in substantially all of the assets of the Company and in substantially all of the assets of certain subsidiaries of the Company, if any (the “Future Subsidiaries”), as evidenced by (and as defined in) (i) the Security Agreement, dated August 2, 2007 (the “Bridge Security Agreement”), by and among the Company and Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio, in its capacity as collateral agent (the “Bridge Collateral Agent”) for the other holders of the Existing Bridge Notes, (ii) a pledge of the securities of any Future Subsidiaries of the Company (the “Bridge Pledge Agreement”) and (iii) the Guaranty of each of any Future Subsidiaries. On August 2, 2007, the Bridge Collateral Agent and the CAP Collateral Agent entered into that certain Intercreditor and Subordination Agreement, pursuant to which the obligations under the Bridge Notes were subordinated to the obligations under the Second CAP Indenture (the “Intercreditor Agreement”).

     F. The Company, and the Investor desires to enter into this Agreement, pursuant to which, among other things, on the Closing Date (as defined below), (i) the Second CAP Indenture, the Existing Bridge Securities Purchase Agreement, the CAP Exchange Agreement and the Registration Rights Agreement, dated January 24, 2007 (the “Registration Rights Agreement”), by and among the Company and certain investors signatory thereto, shall terminate and be of no further force and effect; (ii) the Company shall prepay interest on the Second CAP Notes held by the Investor, if any, by paying to the Investor such cash amount set forth opposite the Investor’s name in column (3) of the Schedule of Investors (the “Cash Interest Prepayment Amount”), which cash amount to all the Investors, in the aggregate, shall equal $514,117.33, which amount shall represent a prepayment of all interest due and owing under the Second CAP Notes through and including January 23, 2009; (iii) the Company and the Investor shall exchange the Investor’s Second CAP Note, if any, in such principal amount set forth opposite the Investor’s name in column (4) of the Schedule of Investors, for an Amended and Restated Senior Secured Convertible Note in such principal amount set forth opposite the Investor’s name in column (5) of the Schedule of Investors and in the form attached hereto as Exhibit A (the “Exchanged CAP Notes”), which are convertible into shares of Common Stock (the “Exchanged CAP Conversion Shares”), (iv) the Company and the Investor shall exchange the Investor’s Second CAP Warrant, if any, exercisable into such number of shares of Common Stock set forth opposite the Investor’s name in column (6) of the Schedule of Investors, for an Amended and Restated Warrant to Purchase Common Stock exercisable into such number of shares of Common Stock set forth opposite the Investor’s name in column (7) of the Schedule of Investors and in the form attached hereto as Exhibit B (the “Exchanged CAP Warrants”, and as exercised, the “Exchanged Cap Warrant Shares”), and (v) if the Investor is a Bridge Purchaser, the Company and the Investor shall exchange the Investor’s Existing Bridge Note in such principal amount set forth opposite the Investor’s name in column (8) of the Schedule of Investors for (x) an Amended and Restated Senior Secured Subordinated Note in an aggregate principal amount as is set forth opposite the Investor’s name in column (9) of the Schedule of Investors attached hereto and in the form attached hereto as Exhibit C (the “Exchanged Bridge Notes”) and (y) such number of shares of Common Stock as is set forth opposite the Investor’s name in column (10) of the Schedule of Investors attached hereto (the “Exchanged Common Shares”).

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     G. The exchange of (i) the Existing Bridge Notes of the Investor for the Exchanged Bridge Notes and Exchanged Common Shares, (ii) the Second CAP Notes of the Investor for the Exchanged CAP Notes, and (iii) the Second Cap Warrants of the Investor for the Exchanged CAP Warrants is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the 1933 Act.

     H. Concurrently herewith each of the Other Investors are also entering into agreements identical to this Agreement (the “Other Agreements”) other than proportional changes (the “Proportionate Changes”) (i) in the numbers reflecting the different principal amount of such Other Investor’s Second CAP Notes and Exchanged CAP Notes, (ii) in the numbers reflecting the Cash Interest Prepayment Amount, (iii) in the numbers reflecting the different number of shares of Common Stock issuable upon exercise of the Second CAP Warrants and the Exchanged CAP Warrants and (iv) if such Other Investor is a Bridge Purchaser, in the numbers reflecting the different principal amount of such Other Investor’s Existing Bridge Notes, Exchanged Bridge Notes and Exchanged Common Shares.

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Company and the Investor hereby agree as follows:

1. EXCHANGE; INDENTURE; RELEASE OF LETTER OF CREDIT; WAIVER.

          (a) Exchange. Subject to satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, at the Closing:

          (i) the Investor shall surrender to the Company its Second CAP Note (or such other documentation reasonably satisfactory to the Company and the Trustee that the Investor’s Second CAP Note has been lost or destroyed) with an aggregate principal amount as is set forth opposite the Investor’s name in column (4) of the Schedule of Investors attached hereto and the Company shall issue and deliver to the Investor an Exchanged CAP Note with an aggregate principal amount as is set forth opposite the Investor’s name in column (5) of the Schedule of Investors attached hereto.

          (ii) the Investor shall surrender to the Company its Second Cap Warrant (or such other documentation reasonably satisfactory to the Company that the Investor’s Second Cap Warrant has been lost or destroyed) exercisable into such number of shares of Common Stock set forth opposite the Investor’s name in column (6) of the Schedule of Investors and the Company shall issue and deliver to the Investor an Exchanged CAP Warrant exercisable into such number of shares of Common Stock set forth opposite the Investor’s name in column (7) of the Schedule of Investors.

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          (iii) if the Investor is a Bridge Purchaser, (x) the Investor shall surrender to the Company its Existing Bridge Note (or such other documentation reasonably satisfactory to the Company that the Investor’s Existing Bridge Note has been lost or destroyed) in an aggregate principal amount as set forth opposite the Investor’s name in column (8) on the Schedule of Investors attached hereto and the Company shall issue and deliver to the Investor (x) an Exchanged Bridge Note with that aggregate principal amount set forth opposite the Investor’s name in column (9) of the Schedule of Investors attached hereto and (y) such number of Exchange Common Shares as set forth opposite the Investor’s name in column (10) of the Schedule of Investors attached hereto.

          (b) Termination of Indenture. Subject to satisfaction (or waiver) of the conditions to the Closing, as set forth in Sections 6 and 7 below, upon the occurrence of the Closing, the Investor hereby consents to and approves the transactions contemplated hereby, hereby further consents to the termination of the Second Cap Indenture, authorizes and directs the Trustee to enter into the Termination Agreement (as defined below), dated the date hereof, between the Company and the Trustee, and hereby agrees that the Second Cap Indenture is hereby terminated in all respects as of the Closing.

          (c) Termination of Securities Purchase Agreement. Subject to satisfaction (or waiver) of the conditions to the Closing, as set forth in Sections 6 and 7 below, upon the occurrence of the Closing, the Investor hereby consents to and approves the transactions contemplated hereby, hereby further consents to the termination of the Original CAP Purchase Agreement and hereby agrees that the Original CAP Purchase Agreement is hereby terminated in all respects as of the Closing.

          (d) Termination of Securities Purchase Agreement. Subject to satisfaction (or waiver) of the conditions to the Closing, as set forth in Sections 6 and 7 below, upon the occurrence of the Closing, the Investor, if the Investor is a Bridge Purchaser, hereby consents to and approves the transactions contemplated hereby, hereby further consents to the termination of the Existing Bridge Securities Purchase Agreement, and hereby agrees that the Existing Bridge Securities Purchase Agreement is hereby terminated in all respects as of the Closing.

          (e) Termination of Master Exchange Agreement. Subject to satisfaction (or waiver) of the conditions to the Closing, as set forth in Sections 6 and 7 below, upon the occurrence of the Closing, the Investor hereby consents to and approves the transactions contemplated hereby, hereby further consents to the termination of the CAP Exchange Agreement and hereby agrees that the CAP Exchange Agreement is hereby terminated in all respects as of the Closing.

          (f) Termination of the Registration Rights Agreement. Subject to satisfaction (or waiver) of the conditions to the Closing, as set forth in Sections 6 and 7 below, upon the occurrence of the Closing, the Investor hereby

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consents to and approves the transactions contemplated hereby, hereby further consents to the termination of the Registration Rights Agreement and agrees that the Registration Rights Agreement is hereby terminated in all respects as of the Closing.

          (g) Release of Letter of Credit. Subject to satisfaction (or waiver) of the conditions to the Closing, as set forth in Sections 6 and 7 below, on the Closing Date the Trustee will deliver to Wells Fargo Bank (“WFB”) the original copy of that certain letter of credit issued by WFB for the benefit of the Trustee (the “Letter of Credit”) and a letter from the Trustee in the form attached hereto as Exhibit D-1, requesting the early cancellation of the Letter of Credit, and the Company shall instruct WFB (the “WFB Instructions”) to immediately release cash in the amount of $549,117.33 in account number 12944054 in the name of the Company with WFB (the “Account”), which as of the date hereof holds an aggregate amount of approximately $597,000 (the “Letter of Credit Collateral”), to the Trustee who shall then (i) wire $514,117.33 of such funds to the Investors in accordance with the wire instructions set forth on Exhibit D-2, which amount to be wired to the Investor shall equal the Cash Interest Prepayment Amount set forth opposite the Investor’s name in column (3) of the Schedule of Investors; and (ii) apply the remaining $35,000.00 to the outstanding fees and expenses of The Bank of New York. On the Closing Date, the approximately $48,000 thereafter remaining under the Letter of Credit Collateral shall be distributed by WFB in accordance with the WFB Instructions and the Account shall be closed. Effective as of the Closing Date, the Investor hereby (i) authorizes the Trustee to request the early cancellation of the Letter of Credit and (ii) consents to the release of the Letter of Credit Collateral in accordance with this Section 1(g).

          (h) Waiver of Existing Defaults. Subject to satisfaction (or waiver) of the conditions to the Closing, as set forth in Sections 6 and 7 below, upon the occurrence of the Closing, the Investor hereby irrevocably waives and fully releases the Company from any damages it has suffered relating to any breach, default, Default (as defined in the Second CAP Indenture), Event of Default (as defined in the Second CAP Indenture) or Event of Default (as defined in the Existing Bridge Notes) arising prior to the Closing Date. The Investors do not, by this instrument, waive any provision of the Exchanged Bridge Notes or Exchanged CAP Notes. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to constitute a waiver by the Investor of any Event of Default (as defined in the Exchanged Bridge Notes) or Event of Default (as defined in the Exchanged CAP Notes) arising after the Closing Date.

          (i) Closing Date. The date and time of the closing (the “Closing”) of the transactions contemplated hereby (the “Closing Date”) shall be 10:00 a.m., New York Time, on April ___, 2008, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below (or such earlier or later date as is mutually agreed to by the Company and the Investor). The Closing shall occur on the Closing Date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.

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2. AMENDMENTS.

          (a) CAP Security Documents. On the Closing Date, the Company and the CAP Collateral Agent shall amend and restate the CAP Security Agreement in the form attached hereto as Exhibit E (the “Amended CAP Security Agreement”).

          (b) Bridge Security Documents. On the Closing Date, the Company and the Bridge Collateral Agent shall amend and restate the Bridge Security Agreement in the form attached hereto as Exhibit F(the “Amended Bridge Security Agreement”).

          (c) Amended Intercreditor Agreement. On the Closing Date, the CAP Collateral Agent and the Bridge Collateral Agent shall amend and restate the Intercreditor Agreement in the form attached hereto as Exhibit G (the “Amended Intercreditor Agreement”, and together with the Amended Bridge Security Agreement and any ancillary documents related thereto and the Amended CAP Security Agreement and any ancillary documents related thereto, the “Amended Security Documents”).

3. REPRESENTATIONS AND WARRANTIES

          (a) Investor Representations. The Investor hereby represents and warrants to the Company:

          (i) Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

          (ii) No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby will not (x) result in a violation of the organizational documents of the Investor or (y) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (z) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Investor, except in the case of clauses (y) and (z) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations hereunder.

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          (iii) No Public Sale or Distribution. The Exchanged Bridge Notes, Exchanged CAP Notes, Exchanged CAP Warrants, Exchanged CAP Warrant Shares, Exchanged CAP Conversion Shares and Exchanged Common Shares (the “Securities”), as applicable, being acquired by the Investor are being acquired for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Securities.

          (iv) Accredited Investor. The Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as such rule is presently in effect, and a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.

          (v) Information. The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the issuance of the Securities which have been requested by the Investor. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision in respect of its acquisition of the Securities.

          (vi) Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person (as defined in Section 3(s))

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through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement.

          (vii) Residency. The Investor is a resident of that jurisdiction specified in the Schedule of Investors attached hereto.

          (viii) Tax Liability. The Investor has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Investor relies solely on such advisors and not on any statements or representations of the Company, the Company’s counsel, or any of the Company’s agents. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

          (ix) Legends. The Investor understands that the certificates or other instruments representing the Exchanged Cap Warrant Shares, the Exchanged Bridge Notes and the Exchanged Common Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by state securities laws, (i) such Exchanged Cap Warrant Shares, Exchanged Bridge Notes and Exchanged Common Shares are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel in a form reasonably acceptable to the Company to the effect that such sale, assignment or transfer of the Exchanged Cap Warrant Shares, the Exchanged Bridge Notes and the Exchanged Common Shares may be made without registration under the applicable requirements of the Securities Act and that such legend is no longer required, or (iii) such holder provides the Company with reasonable assurance that the Exchanged Cap Warrant Shares, the Exchanged Bridge Notes and the Exchanged Common Shares can be sold, assigned or transferred pursuant to Rule 144. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance.

          (b) Company Representations. The Company hereby represents and warrants to the Investor:

          (i) Subsidiaries. The Company has no subsidiaries and does not own directly or indirectly, any capital or other equity interest of any other entity, other than, upon Closing, a 10% interest in CWC Holdings, LLC (“CWC”).

          (ii) No Event of Default. To the knowledge of the Company, no Default (as defined in the Second CAP Indenture), Event of Default (as defined in the Second CAP Indenture) or Event of Default (as defined in the Existing Bridge Notes) has occurred and is continuing as of the date hereof.

          (iii) Organization and Qualification. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company, taken as a whole, or

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on the transactions contemplated hereby and the other Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

          (iv) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Other Agreements, the Exchanged Cap Notes, the Exchanged Bridge Notes, the Amended Security Documents, the Termination Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the exchange and issuance of the Exchanged Cap Notes, the Exchanged Bridge Notes, the Exchanged CAP Warrants and the Exchanged Common Shares, and the reservation and issuance of the Exchanged CAP Conversion Shares upon conversion of the Exchanged CAP Notes and the Exchanged CAP Warrant Shares upon exercise of the Exchanged CAP Warrants, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

          (v) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the exchange and issuance of the Exchanged Cap Notes, the Exchanged Bridge Notes, the Exchange CAP Warrants and the Exchanged Common Shares, and the reservation and issuance of the Exchanged CAP Conversion Shares upon conversion of the Exchanged CAP Notes and the Exchanged CAP Warrant Shares upon exercise of the Exchanged CAP Warrants) will not (i) result in a violation of the Certificate of Incorporation of the Company, any capital stock of the Company or the Bylaws of the Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of

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any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of Pink Sheets LLC or the OTC Bulletin Board (as applicable, the “Initial Principal Market”)) applicable to the Company or by which any property or asset of the Company is bound or affected.

          (vi) Consents. The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date, and the Company and is unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Company is not in violation of the listing requirements of the Initial Principal Market and has no knowledge of any facts which would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.

          (vii) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by either Initial Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company, the Common Stock or any of the Company’s officers or directors in their capacities as such, that is expected to have a Material Adverse Effect.

          (viii) Disclosure. To the Company’s knowledge, neither this Agreement, the other Transaction Documents, nor any other written statements or certificates made or delivered in connection herewith, when taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

4. COVENANTS

          (a) Reasonable Best Efforts. Each party shall use its reasonable best efforts timely to satisfy each of the covenants and the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.

          (b) Form D and Blue Sky. If required by applicable law, the Company agrees to file a Form D in respect of the Securities and to provide a copy thereof to each Investor promptly after such filing, if any. The Company, on or before

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the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for issuance to the Investor at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification). The Company shall make all filings and reports relating to the issuance of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

          (c) Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by the Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Investor shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 3(a)(vi) hereof. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by the Investor.

          (d) Restriction on Redemption and Cash Dividends. So long as any Exchanged Bridge Notes or Exchanged CAP Notes are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, the Common Stock without the prior express written consent of the holders of Exchanged Bridge Notes and Exchanged CAP Notes representing not less than a majority of the aggregate principal amount of the then outstanding Exchanged Bridge Notes and Exchanged CAP Notes.

          (e) Corporate Existence. So long as the Investor beneficially owns any Exchanged Bridge Notes or Exchanged CAP Notes, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except upon the terms set forth in the Exchanged Bridge Notes and the Exchanged CAP Notes.

          (f) Future Guaranties and Pledges. In addition, if the Company shall hereafter own, create or acquire any subsidiary that is not a party to a guaranty, then the Company shall promptly notify, in writing, the Bridge Collateral Agent and the CAP Collateral Agent thereof, and the Company shall, no later than ten (10) Trading Days (as defined in the Exchanged CAP Notes) after such notice cause such subsidiary (A) to become a party to (i) a guaranty, guaranteeing all the obligations of the Company hereunder, (ii) a pledge agreement, pledging all right and interest in any collateral covered by the CAP Security Documents and the Bridge Security Documents, as applicable, (iii) the Amended Bridge Security Agreement, as applicable, and (iv) the Amended CAP Security Agreement, as applicable, and (B) to duly execute and/or deliver such opinions of counsel and other documents, in form and substance reasonably acceptable to the Bridge Collateral Agent and the CAP Collateral Agent.

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          (g) CAP Collateral Agent. The Investor hereby (a) reaffirms, acknowledges and appoints The Bank of New York, a New York banking corporation, as the CAP Collateral Agent hereunder and under the Amended CAP Security Agreement and any ancillary documents related thereto, and (b) authorizes the CAP Collateral Agent (and its officers, directors, employees and agents) to take such action on the Investor’s behalf in accordance with the terms hereof and thereof. The CAP Collateral Agent shall not have, by reason hereof or the Amended CAP Security Agreement and any ancillary documents related thereto (collectively, the “CAP Security Documents”), a fiduciary relationship in respect of the Investor. Neither the CAP Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to the Investor for any action taken or omitted to be taken in connection herewith or any other CAP Security Document except to the extent caused by its own gross negligence or willful misconduct, and the Investor agrees to defend, protect, indemnify and hold harmless the CAP Collateral Agent and all of its officers, directors, employees and agents (collectively, the “CAP Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such CAP Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such CAP Indemnitee of the duties and obligations of CAP Collateral Agent pursuant hereto or any of the CAP Security Documents. The CAP Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the holders of a majority in principal amount of the Exchanged CAP Notes then outstanding, and such instructions shall be binding upon all holders of Exchanged CAP Notes; provided, however, that the CAP Collateral Agent shall not be required to take any action which, in the reasonable opinion of the CAP Collateral Agent, exposes the CAP Collateral Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The CAP Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. The Investor hereby acknowledges and agrees that the CAP Collateral Agent shall be entitled to all of the rights, privileges and immunities set forth in the CAP Security Agreement (including, but not limited to, the provisions of Section 9 of the CAP Security Agreement).

          (h) Successor CAP Collateral Agent.

          (i) The CAP Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other CAP Security Documents at any time by giving at least thirty (30) Business Days’ prior written notice to the Company and each holder of Exchanged CAP Notes. Such resignation shall take effect upon the acceptance by a

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successor CAP Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below.

          (ii) Upon any such notice of resignation, the holders of two-thirds in principal amount of the Exchanged CAP Notes then outstanding shall appoint a successor collateral agent. Upon the acceptance of any appointment as collateral agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the CAP Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other CAP Security Documents. After the CAP Collateral Agent’s resignation hereunder as the collateral agent, the provisions of this Section 4(h) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the CAP Collateral Agent under this Agreement and the other CAP Security Documents.

          (iii) If a successor collateral agent shall not have been so appointed within said thirty (30) Business Day period, the CAP Collateral Agent shall then appoint a successor collateral agent who shall serve as the collateral agent until such time, if any, as the holders of a majority in principal amount of the Exchanged CAP Notes then outstanding appoint a successor collateral agent as provided above.

          (i) Bridge Collateral Agent. The Investor hereby (a) reaffirms, acknowledges and appoints Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio, as the Bridge Collateral Agent hereunder and under the Amended Bridge Security Agreement and any ancillary documents related thereto, and (b) authorizes the Bridge Collateral Agent (and its officers, directors, employees and agents) to take such action on the Investor’s behalf in accordance with the terms hereof and thereof. The Bridge Collateral Agent shall not have, by reason hereof or the Amended Bridge Security Agreement and any ancillary documents related thereto (collectively, the “Bridge Security Documents”), a fiduciary relationship in respect of the Investor. Neither the Bridge Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to the Investor for any action taken or omitted to be taken in connection herewith or any other CAP Security Document except to the extent caused by its own gross negligence or willful misconduct, and the Investor agrees to defend, protect, indemnify and hold harmless the Bridge Collateral Agent and all of its officers, directors, employees and agents (collectively, the “Bridge Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Bridge Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Bridge Indemnitee of the duties and obligations of Bridge Collateral Agent pursuant hereto or any of the Bridge Security Documents. The Bridge Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the holders of

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a majority in principal amount of the Exchanged Bridge Notes then outstanding, and such instructions shall be binding upon all holders of Exchanged Bridge Notes; provided, however, that the Bridge Collateral Agent shall not be required to take any action which, in the reasonable opinion of the Bridge Collateral Agent, exposes the Bridge Collateral Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Bridge Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. The Investor hereby acknowledges and agrees that the Bridge Collateral Agent shall be entitled to all of the rights, privileges and immunities set forth in the Bridge Security Agreement (including, but not limited to, the provisions of Section 9 of the Bridge Security Agreement).

          (j) Successor Bridge Collateral Agent.

          (i) The Bridge Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Bridge Security Documents at any time by giving at least thirty (30) Business Days’ prior written notice to the Company and each holder of Exchanged Bridge Notes. Such resignation shall take effect upon the acceptance by a successor Bridge Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below.

          (ii) Upon any such notice of resignation, the holders of two-thirds in principal amount of the Exchanged Bridge Notes then outstanding shall appoint a successor collateral agent. Upon the acceptance of any appointment as collateral agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Bridge Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Bridge Security Documents. After the Bridge Collateral Agent’s resignation hereunder as the collateral agent, the provisions of this Section 4(j) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Bridge Collateral Agent under this Agreement and the other Bridge Security Documents.

          (iii) If a successor collateral agent shall not have been so appointed within said thirty (30) Business Day period, the Bridge Collateral Agent shall then appoint a successor collateral agent who shall serve as the collateral agent until such time, if any, as the holders of a majority in principal amount of the Exchanged Bridge Notes then outstanding appoint a successor collateral agent as provided above.

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          (k) Public Information. At any time during the period commencing on the Closing Date and ending at such time that all of the Exchanged Common Shares, Exchanged CAP Conversion Shares and Exchanged CAP Warrant Shares can be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if a registration statement is not available for the resale of all of the Exchanged Common Shares, Exchanged CAP Conversion Shares and Exchanged CAP Warrant Shares and the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c)(1) (a “Public Information Failure”) then, as partial relief for the damages to any holder of Exchanged Common Shares, Exchanged CAP Conversion Shares and Exchanged CAP Warrant Shares by reason of any such delay in or reduction of its ability to sell the Exchanged Common Shares, Exchanged CAP Conversion Shares and Exchanged CAP Warrant Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such holder’s Exchanged Common Shares, Exchanged CAP Conversion Shares and Exchanged CAP Warrant Shares on the day of a Public Information Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this Section 4(k) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. For the purpose of this Section 4(k), “Purchase Price” means, (x) with respect to the Exchanged Common Shares, $1.40 per share (as adjusted to reflect any stock dividend, stock split, combination, recapitalization and other similar event with respect to each such share), (y) with respect to each Exchanged CAP Conversion Share, the conversion price of such Exchanged CAP Conversion Share on the date the holder of the Exchanged CAP Note delivered the Conversion Notice (as defined in the Exchanged CAP Note) with respect to such Exchange CAP Conversion Share, and (z) with respect to each Exchanged CAP Warrant Share, the exercise price of such Exchanged CAP Warrant Share on the date the holder of the Exchanged CAP Warrant delivered the Exercise Notice (as defined in the Exchanged CAP Warrant) with respect to such Exchange CAP Warrant Share.

          (l) Holding Period. For the purposes of Rule 144(d), the Company acknowledges that the holding period of the Existing Bridge Notes may be tacked onto the holding period of the Exchanged Bridge Notes and the Exchanged Common Shares, the holding period of the Second CAP Notes may be tacked onto the holding period of the Exchanged CAP Notes and Exchanged CAP Conversion Shares, the holding period of the Second CAP Warrants may be tacked onto the holding period of the Exchanged CAP Warrants and the Exchanged CAP Warrants Shares. The Company agrees not to take a position contrary to this Section 4(l).

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5. FEES AND EXPENSES

     At the Closing, the Company shall reimburse Radcliffe SPC, Ltd., for and on behalf of the Class A Segregated Portfolio, for its legal and due diligence fees and expenses, not to exceed $50,000.00, in connection with the preparation and negotiation of this Agreement and the related documents by paying such amount to Schulte Roth & Zabel LLP (the “Investor Counsel Expense”). Except as otherwise set forth in this Agreement, each party (other than the Trustee and the CAP Collateral Agent) shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all stamp and other non-income taxes and duties levied in connection with the issuance of the Securities.

6. CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER.

     The obligations of the Company to the Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:

          (a) The Investor shall have executed this Agreement and delivered the same to the Company.

          (b) Each Other Investor shall have executed the Other Agreements and delivered the same to the Company.

          (c) The Investor and each Other Investor shall have delivered to the Company its Second CAP Note being exchanged at the Closing or such other documentation reasonably satisfactory to the Company and the Trustee that the Investor’s Second CAP Note has been lost or destroyed.

          (d) The Investor and each Other Investor shall have delivered to the Company its Second Cap Warrant being exchanged at the Closing or such other documentation reasonably satisfactory to the Company that the Investor’s Second CAP Warrant has been lost or destroyed.

          (e) Any Investor that is a Bridge Purchaser shall have delivered to the Company its Existing Bridge Note being exchanged at the Closing or such other documentation reasonably satisfactory to the Company that the Investor’s Existing Bridge Note has been lost or destroyed.

          (f) The representations and warranties of the Investors in Section 3(a) hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for

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representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date).

          (g) The CAP Collateral Agent shall have executed and delivered to the Company a copy of the Amended and Restated CAP Security Agreement and Amended and Restated Intercreditor Agreement.

          (h) The Bridge Collateral Agent shall have executed and delivered to the Company a copy of the Amended and Restated Bridge Security Agreement and Amended and Restated Intercreditor Agreement.

          (i) The Trustee shall have executed and delivered to the Company the Termination Agreement, in the form attached hereto as Exhibit H (the “Termination Agreement”).

7. CONDITIONS TO THE INVESTOR’S OBLIGATIONS HEREUNDER.

     The obligations of the Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

          (a) The Company shall have duly executed and delivered to the Investor (i) this Agreement, (ii) the Amended Security Documents, (iii) the Exchanged CAP Notes, (iv) the Exchanged Cap Warrants, and (v) if the Investor is a Bridge Purchaser, the Exchanged Bridge Notes (as set forth on the Schedule of Investors attached hereto) being issued to the Investor at the Closing pursuant to this Agreement.

          (b) The Company shall have duly executed and delivered to the Investor, if a Bridge Purchaser, the Exchanged Common Shares in accordance with the instructions set forth opposite the Investor’s name in column (11) of the Schedule of Investors.

          (c) Each of the Other Investors shall have (i) executed the Other Agreements, (ii) satisfied or waived all conditions to the closings contemplated by such agreements, (iii) surrendered such principal amount of their Second CAP Notes being exchanged at the Closing or such other documentation reasonably satisfactory to the Company and the Trustee that such Other Investor’s Second CAP Note has been lost or destroyed and (iv) if such Other Investors are Bridge Investors, surrendered such principal amount of their Existing Bridge Notes being exchanged at the Closing or such other documentation reasonably satisfactory to the Company that such Other Purchaser’s Existing Bridge Note has been lost or destroyed.

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          (d) The Investors shall have received the opinion of Vorys, Sater, Seymour and Pease LLP, the Company’s counsel, dated as of the Closing Date, in substantially the form of Exhibit I attached hereto.

          (e) The Trustee shall have executed and delivered to the Investor a copy of the letter in the form of Exhibit D-1 attached hereto and the Termination Agreement in the form of Exhibit H attached hereto.

          (f) The CAP Collateral Agent shall have executed and delivered to the Investors a copy of the Amended CAP Security Agreement and Amended Intercreditor Agreement.

          (g) The Bridge Collateral Agent shall have executed and delivered to the Investors a copy of the Amended Bridge Security Agreement and Amended Intercreditor Agreement.

          (h) The Company shall have delivered to the Investors a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within seven (7) days of the Closing Date.

          (i) The Company shall have delivered to the Investors a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) days of the Closing Date.

          (j) The Company shall have delivered to the Investors a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date.

          (k) The Company shall have delivered to the Investors a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to the Investor, (ii) the Certificate of Incorporation, in the form attached hereto as Exhibit J, and (iii) the Bylaws, in the form attached hereto as Exhibit K, each as in effect at the Closing,.

          (l) The representations and warranties of the Company in Section 3(b) shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants and conditions

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required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investors shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit L

          (m) The Company shall have delivered to the Investors a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date.

          (n) The Common Stock (I) shall be designated for quotation or listed on the OTC Bulletin Board (the “Principal Market”) and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as set forth in the Company’s filings with the SEC, shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

          (o) In accordance with the terms of the Amended CAP Security Agreement, the Company shall have delivered to the CAP Collateral Agent (i) certificates representing the Company’s subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated capital stock, along with duly executed blank stock powers, (ii) appropriate financing statements on Form UCC-I to be duly filed by the Company in such office or offices as may be necessary or, in the opinion of the CAP Collateral Agent, desirable to perfect the security interests purported to be created by the Amended CAP Security Agreement.

          (p) In accordance with the terms of the Amended Bridge Security Agreement, the Company shall have delivered to the Bridge Collateral Agent appropriate financing statements on Form UCC-I to be duly filed in such office or offices as may be necessary or, in the opinion of the Bridge Collateral Agent, desirable to perfect the security interests purported to be created by the Amended Bridge Security Agreement.

          (q) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to the Investors (i) true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Investor, shall cover any of the Collateral (as defined in the Amended Security Documents) and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Investors and except with respect to any Permitted Liens (as defined in the

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Exchanged Bridge Notes and the Exchanged CAP Notes) shall not show any such Liens (as defined in the Exchanged Bridge Notes and the Exchanged CAP Notes).

          (r) On or prior to the Closing Date, (i) FP Tech Holdings, LLC (“FP Tech”) shall have entered into an agreement to convert into shares of Common Stock at a conversion price of $1.40 per share all amounts outstanding, including, without limitation, any principal and interest, pursuant to (x) $336,000 in aggregate principal amount of Second CAP Notes held by FP Tech and (y) that certain equipment financing agreement, dated February 11, 2008, by and between the Company and FP Tech (which amount, including all principal and interest accrued thereon, equals $101,444.51 as of April 17, 2008, and accrues interest at the rate of $22.22 per day); and (ii) FP Tech shall have entered into an agreement to purchase 1,071,429 shares of Common Stock from the Company at a price of $1.40 per share in cash, in each case, pursuant to agreements reasonably satisfactory to the holders of a majority of the Exchanged CAP Notes.

          (s) On or prior to the Closing Date, the Company will enter into a transaction, pursuant to an agreement reasonably satisfactory to the holders of a majority of the Second CAP Notes, with CWC.

          (t) On or prior to the Closing Date, the Company shall have appointed Scott Kline and Frank Knuettel to the Board of Directors of the Company.

          (u) On or prior to the Closing Date, the Company shall have delivered evidence to the Investors that any employment agreement by and between the Company and any of its executive officers (or their affiliates) shall have been amended to make such executive officers “at will” employees.

          (v) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

8. MISCELLANEOUS.

          (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement (the “8-K Filing Time”), the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby (including, without limitation, the transactions referenced in Section 7(r) and (s) above) in the form required by the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and attaching the material transaction documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Amended Security Documents, the Termination Agreement and the form of the Exchanged CAP Notes, Exchanged CAP Warrants and Exchanged Bridge Notes) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall

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not be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investors with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investors. In the event of a breach of the foregoing covenant by the Company, any of its subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investors shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investors shall not have any liability to the Company, its subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investors shall issue any press releases or any other public statements in respect of the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investors, to make any press release or other public disclosure in respect of such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor and other than as required by applicable law, including the 1934 Act and the 8-K Filing, neither the Company, its subsidiaries or anyone acting on their behalf shall disclose the name of the Investor in any filing, amendment or otherwise.

          (b) Proposed Financing. On or prior to January 1, 2009, the Company shall have engaged an investment banking firm reasonably acceptable to (i) the Investors holding Exchanged CAP Notes representing a majority of the aggregate outstanding principal amount of the Exchanged CAP Notes; (ii) the Investors holding Exchanged Bridge Notes representing a majority of the aggregate outstanding principal amount of the Exchanged Bridge Notes; and (iii) FP Tech, with respect to a proposed financing of debt or equity of the Company with net proceeds in an amount that is adequate to pay off in full the Exchanged Bridge Notes and the Exchanged CAP Notes to be consummated prior to June 30, 2009.

          (c) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute

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hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

          (d) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

          (e) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

          (f) Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

          (g) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto, the Trustee, the CAP Collateral Agent and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

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          (h) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

          (i) Indemnification. In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and each other holder of the Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (x) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (y) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (z) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of the Investor or holder of the Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

          (j) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

          (k) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

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          (l) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

          If to the Company:

Firepond, Inc.
205 Newbury Street, Suite 204
Framingham, MA 01701
Telephone: 866 826 6344 x 2011
Facsimile: 508-820-4303
Attention: William Santo, CEO

with a copy (for informational purposes only) to:

Vorys, Sater, Seymour and Pease LLP
2100 One Cleveland Center
1375 East Ninth Street
Cleveland, OH 44114-1724
Telephone: (216) 479-6120
Facsimile: (216) 937-3741
Attention: John M. Saganich, Esq.

          If to the Transfer Agent:

Corporate Stock Transfer
Denver, Colorado 80302
Telephone: (303) 282-4800
Facsimile: (303) 282-5800
Attention: Carolyn Bell

          If to an Investor, to its address and facsimile number set forth on the Schedule of Investors, with copies to the Investor’s representatives as set forth on the Schedule of Investors

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          with a copy (for informational purposes only) to:

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 756-2000
Facsimile: (212) 593-5955
Attention: Eleazer N. Klein, Esq.

or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

          (m) Remedies. The Investor shall have all rights and remedies set forth in this Agreement and all of the rights which the Investor has under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees that the Investor shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

          (n) Independent Nature of Investor’s Obligations and Rights. The obligations of the Investor under this Agreement are several and not joint with the obligations of any Other Investor, and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor. Nothing contained herein, and no action taken by the Investor pursuant hereto, shall be deemed to constitute the Investor and the Other Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement and the Company acknowledges that the Investors are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. The Company and the Investor confirms that the Investor has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be

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necessary for any Other Investor to be joined as an additional party in any proceeding for such purpose.

          (o) Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any person with respect to any amendment, settlement or waiver (each a “Settlement Document”) relating to the terms, conditions and transactions contemplated hereby, is or will be more favorable to such person than those of the Investor and this Agreement shall be, without any further action by the Investor or the Company, deemed amended and modified in an economically and legally equivalent manner such that the Investor shall receive the benefit of the more favorable terms contained in such Settlement Document. Notwithstanding the foregoing, the Company agrees, at its expense, to take such other actions (such as entering into amendments to the Transaction Documents) as the Investor may reasonably request to further effectuate the foregoing.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Investor and the Company have caused their respective signature page to this Amendment and Exchange Agreement to be duly executed as of the date first written above.

COMPANY:
FIREPOND, INC.
By:
	Name:
	Title:

[Signature Page to Amendment and Exchange Agreement]

     IN WITNESS WHEREOF, the Investor and the Company have caused their respective signature page to this Amendment and Exchange Agreement to be duly executed as of the date first written above.

INVESTOR:
(Name of Investor as it should appear on Securities)
By:
By:
	Name:
	Title:

EX-99.7

Exhibit 7

FIREPOND, INC.

COMMON STOCK PURCHASE AGREEMENT

APRIL 24, 2008

FIREPOND, INC.

COMMON STOCK PURCHASE AGREEMENT

          THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of April 24, 2008 by and between Firepond, Inc., a Delaware corporation (the “Company”), and FP Tech Holdings, LLC, a Texas limited liability company (the “Investor”).

R E C I T A L S:

          WHEREAS, the Company desires to sell and the Investor desires to purchase the total number of shares of the common stock of the Company (“Common Stock”) as is set forth on Schedule I attached hereto at a price of $1.40 per share;

          WHEREAS, the Company desires to sell and the Investor desires to purchase an option (the “Option”) to purchase up to 357,143 shares of Common Stock at any time on or before July 30, 2008 (the “Option Period”) at an exercise price of $1.40 per share;

          WHEREAS, pursuant to that certain Equipment Lease Agreement dated February 11, 2008, the Investor maintains for the benefit of the Company an equipment line of financing (the “Equipment Line”);

          WHEREAS, in lieu of cash payment for the aggregate outstanding balance (including principal and interest owing) under the Equipment Line, as is set forth on Schedule I attached hereto, the Investor has requested, and the Company has agreed, to convert the outstanding balance under the Equipment Line into shares of Common Stock of the Company at a price of $1.40 per share;

          WHEREAS, the Investor holds certain Senior Secured Convertible Notes of the Company, due January 24, 2009, issued in the aggregate amounts (including principal and interest owing) as is set forth on Schedule I attached hereto (the “Notes”);

          WHEREAS, in lieu of cash payment of the outstanding balances of the Notes, the Investor has requested, and the Company has agreed, to convert the aggregate outstanding balances, including principal and interest accrued as of date hereof, of the Notes into shares of Common Stock at a price of $1.40 per share; and

          WHEREAS, the Company and the Investor desire to set forth certain agreements and certain terms and conditions regarding (i) the purchase and sale of the Common Stock of the Company; (ii) the purchase and sale of the Option; (iii) the satisfaction of the outstanding aggregate balance under the Equipment Line and the issuance of Common Stock related thereto; and (iv) the cancellation of the Notes and the issuance of Common Stock related thereto.

A G R E E M E N T:

          NOW, THEREFORE, in consideration of the foregoing premises, the respective representations, warranties and covenants contained herein, and certain other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF COMMON STOCK AND OPTION

     1.1 Issuance and Sale of Common Stock to Investor. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor, at a price of $1.40 per share, that number of shares of Common Stock set forth on Schedule I hereto for the aggregate purchase price set forth thereon.

     1.2 Delivery of Certificates; Payment of Purchase Price. At the Closing, the Company shall deliver to the Investor a certificate registered in the Investor’s name representing that number of shares of Common Stock set forth on Schedule I against payment of the purchase price therefor by check, wire transfer, cancellation or conversion of indebtedness, or any combination thereof. The Investor shall surrender to the Company for cancellation at the Closing its original Notes or shall execute an instrument of cancellation in form and substance acceptable to the Company.

     1.3 Grant of Option to Investor. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to grant to the Investor, at an exercise price of $1.40 per share, that certain Option to purchase on or before the end of the Option Period, 357,143 shares of Common Stock.

     1.4 Closing. Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Common Stock described in this Section shall take place at the offices of Andrews Kurth LLP, 111 Congress Avenue, Suite 1700, Austin, Texas 78701, at 10:00 a.m., Austin, Texas time, on the date hereof, or at such other time and place as the Company and Investor mutually may agree.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby represents and warrants to the Investor as of the date hereof that:

     2.1 Organization, Good Standing and Qualification; Corporate Power.

          (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

          (b) The Company has all requisite corporate power and authority (i) to own and operate its properties and assets and to carry on its business as now conducted and as

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presently proposed to be conducted, (ii) to execute and deliver this Agreement, (iii) to sell and issue the Common Stock pursuant to this Agreement, (iv) to grant the Option pursuant to this Agreement, and (v) to carry out and perform the provisions of this Agreement.

     2.2 Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution, delivery and performance of this Agreement and (ii) the authorization, sale and issuance of the Common Stock being sold hereunder has been taken or will be taken prior to the Closing. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

     2.3 Valid Issuance of Common Stock. The Common Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized, validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions under applicable state and federal securities laws.

     2.4 Offering. Subject in part to the truth and accuracy of each Investor’s representations set forth in ARTICLE III of this Agreement, the offer, sale and issuance of the Common Stock as contemplated by this Agreement are exempt from the registration or qualification requirements of the Securities Act, and any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

          The Investor hereby represents and warrants to the Company that:

     3.1 Authorization. All action on the part of the Investor and, as applicable, its officers, directors, partners, members, managers and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, have been taken or will be taken prior to the Closing. The Investor has full power and authority to enter into this Agreement, and each such agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

     3.2 Purchase Entirely for Own Account. The Common Stock to be purchased by the Investor (the “Securities”), will be acquired for investment for the Investor’s own account, not as

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a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Securities.

     3.3 Investment Experience. The Investor has experience with investments in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. If other than an individual, the Investor also represents it has not been organized for the purpose of acquiring the Securities.

     3.4 Accredited Investor. The Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as such rule is presently in effect.

     3.5 Brokers. The Investor has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement.

     3.6 Residency. In the case the Investor is an individual, the state of the Investor’s residency, or, in the case the Investor is a corporation, partnership or other entity, the state of the Investor’s principal place of business, is correctly set forth on Schedule I.

     3.7 Restricted Securities. The Investor understands that immediately following its purchase of the Securities hereunder, such Securities will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act, only in certain limited circumstances. In this connection, the Investor represents that it is familiar with Rule 144 as promulgated by the SEC (“Rule 144”) under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

     3.8 Tax Liability. The Investor has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Investor relies solely on such advisors and not on any statements or representations of the Company, the Company’s counsel, or any of the Company’s agents. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

     3.9 Legends. It is understood that the certificates evidencing the Securities shall bear one or all of the following legends:

          (a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL

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REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

          (b) Any legend required by the laws of the State of Delaware, or any other applicable jurisdiction.

ARTICLE IV

CONDITIONS TO CLOSING

     4.1 Conditions to the Investor’s Obligations at Closing. The obligations of the Investor to consummate the Closing are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Investor without its consent in writing thereto:

          (a) Debt Restructuring. Prior to or simultaneous with the Closing, the Company shall have entered into that certain Amendment and Exchange Agreement with the holders of the Amended and Restated Senior Secured Subordinated Notes of the Company, due July 1, 2009, as may be amended from time to time (the “Bridge Notes”), and the Senior Secured Convertible Notes of the Company, due December 31, 2009, as may be amended from time to time (the “Cap Notes”).

          (b) Operating Agreement. Prior to or simultaneous with the Closing, the Company shall have entered into that certain Operating Agreement with CWC Holdings, LLC, a Texas limited liability company.

          (c) Legal Opinion. The Investor shall have received the opinion of Vorys, Sater, Seymour and Pease, LLP, the Company’s counsel, dated as of the date hereof, in form and substance reasonably satisfactory to the Investor.

          (d) Representations and Warranties. The representations and warranties of the Company contained in ARTICLE II shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

          (e) Performance. The Company shall have performed and complied in all respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

     4.2 Conditions to the Company’s Obligations. The obligations of the Company to the Investor under this Agreement are subject to the fulfillment or waiver in writing on or before the Closing of each of the following conditions by that Investor:

          (a) Representations and Warranties. The representations and warranties of the Investor contained in ARTICLE III shall be true and correct on and as of the

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Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

          (b) Performance. The Investor shall have performed and complied in all respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Investor on or before the Closing.

          (c) Payment of Purchase Price. The Investor shall have delivered the purchase price set forth on Schedule I, including the tender for cancellation the Notes or an affidavit of loss thereof in form acceptable to the Company with respect to any shares of Common Stock the Investor is purchasing in the Closing.

ARTICLE V

FUTURE OFFERINGS

     5.1 Grant of Preemptive Right. In the event of a Qualified Financing (as defined below), the Investor shall, if necessary to complete such financing, purchase at least $1,000,000 of the securities issued in the Qualified Financing and shall have the right, but not the obligation, to purchase up to an aggregate of 25% of the securities issued in such Qualified Financing. For purposes of this Section, a “Qualified Financing” is a transaction or series of related transactions after the date of this Agreement in which the Company issues and sells equity or debt securities in exchange for aggregate gross proceeds of an amount equal to or greater than the aggregate amount outstanding (including principal and interest owing) under the Bridge Notes and Cap Notes, as amended from time to time (excluding amounts received upon conversion of indebtedness).

ARTICLE VI

MISCELLANEOUS

     6.1 Note Cancellation. Effective immediately upon the issuance of the shares of Common Stock to the Investor in the amount set forth on Schedule I hereto, the Notes shall be deemed cancelled, terminated and of no further force or effect.

     6.2 Satisfaction of Amount Outstanding Under Equipment Line. Effective immediately upon the issuance of the shares of Common Stock to the Investor in the amount set forth on Schedule I hereto, the amount outstanding under the Equipment Line shall be deemed satisfied, forgiven and paid in full.

     6.3 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

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     6.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

     6.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by commercial delivery service, mailed by registered or certified mail (return receipt requested), sent via facsimile (with confirmation of receipt) or electronic mail to the parties at the address for such party set forth herein (or at such other address for a party as such party may designate pursuant to this Section 6.5):

(a) If to the Company:

Firepond, Inc.
205 Newbury Street, Suite 204
Framingham, MA 01701
Fax: 508 820 4301
Attn: William Santo
Email: bill.santo@firepond.com
           stephen@firepond.com

(b) If to the Investor:

At the address set forth below the Investor’s name on Schedule I hereto.

          Notice given by facsimile shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices by facsimile shall be confirmed in writing by the sender promptly after transmission by certified mail or personal delivery. Any party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

          An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 6.5 if sent with return receipt requested to the electronic mail address specified by the receiving party in a signed writing in a nonelectronic form. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

     6.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived, either generally or in a particular instance and either retroactively or prospectively, only with the written consent of the Company and the Investor.

     6.7 Entire Agreement. This Agreement, including the schedule attached to this Agreement, and the other documents delivered pursuant to this Agreement constitute the full and entire understanding and agreement among the parties with regard to the subject matter hereof

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and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

     6.8 Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties to this Agreement, and an executed copy of this Agreement may be delivered by one or more parties to this Agreement by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party to this Agreement, all parties to this Agreement agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction of this Agreement.

     6.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

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          IN WITNESS WHEREOF, the undersigned have executed this Common Stock Purchase Agreement as of the date first above written.

COMPANY

FIREPOND, INC.

By:

Name:

Title:

Firepond, Inc.
Common Stock Purchase Agreement
Signature Page

          IN WITNESS WHEREOF, the undersigned have executed this Common Stock Purchase Agreement as of the date first above written.

INVESTOR:

FP TECH HOLDINGS, LLC

By:

Name:

Title:

EX-99.8

Exhibit 8

COMPANY AGREEMENT

OF

CWC HOLDINGS, LLC

Dated Effective as of April 24, 2008

COMPANY AGREEMENT

OF

CWC HOLDINGS, LLC

     This Company Agreement (this “Company Agreement”) of CWC Holdings, LLC (the “Company”) is entered into by TechDev Holdings, LLC and Firepond, Inc., as the member(s) (the “Members,” whether one or more) of the Company. In consideration of the covenants, conditions and agreements contained herein, the Members hereby adopt the following provisions:

1. Definitions.

          1.1 “Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

     Add to such Capital Account the following items:

               (a) The amount that such Member is obligated to contribute to the Company; and

               (b) The amount that such Member is deemed to be obligated to restore to the Company pursuant to the penultimate sentence of each of Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and

     Subtract from such Capital Account such Member’s share of the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4),(5) and (6).

          1.2 “Board of Advisors” shall have the meaning set forth in Section 8.

          1.3 “Bridge Notes” shall have the meaning set forth in Section 18.1.2.

          1.4 “Cap Notes” shall have the meaning set forth in Section 18.1.2.

          1.5 “Capital Account” means, with respect to each Member, an account maintained for such Member on the Company’s books and records in accordance with the following provisions:

               (a) To each Member’s Capital Account there shall be added (a) such Member’s Capital Contributions, and (b) such Member’s distributive share of (i) Profits and (ii) any items in the nature of income or gain that are specially allocated pursuant to Section 12 of this Agreement and (c) the amount of any Company liabilities assumed by such Member or that are secured by any Company property distributed to such Member.

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               (b) From each Member’s Capital Account there shall be subtracted (a) the amount of (i) cash and (ii) the Gross Asset Value of any Company property, that in either case is distributed to such Member pursuant to any provision of this Agreement (other than amounts paid as interest or in repayment of principal on any loan by a Member to the Company), and (b) such Member’s distributive share of (i) Losses and (ii) any items in the nature of expenses or losses that are specially allocated pursuant to Section 12 of this Agreement, and (c) the amount of any liabilities of such Member that are either assumed by the Company or secured by any property contributed by such Member to the Company.

               (c) In determining the amount of any liability for purposes of determining a Member’s Capital Account, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and the Regulations.

               (d) If any Membership Interest is transferred, the transferee shall succeed to a pro rata share of the transferor’s Capital Account, based on the ratio that the portion of the Interest transferred bears to the total Interest of the transferor immediately before the transfer.

               (e) The Managers shall increase or decrease the Capital Accounts of the Members to reflect adjustments to the Gross Asset Values of all Company assets. The adjustments shall reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property (that has not been reflected in Capital Accounts previously) would be allocated among the Members under Section 12 of this Agreement if there were a taxable disposition of such property for such fair market value on such date. The Members’ shares of depreciation, depletion, amortization, and gain or loss, as computed for tax purposes, with respect to such property shall be determined so as to take account of the variation of the adjusted tax basis and book value of such property in the same manner as under Code Section 704(c) and the applicable Regulations.

               (f) Additional adjustments shall be made to the Members’ Capital Accounts as required by Regulations Sections 1.704-1(b) and 1.704-2 or, as permitted but not required by such Regulations, in the discretion of the Managers. Adjustments to Capital Accounts in respect of Company income, gain, loss, deduction and non-deductible expenditures (or items thereof) shall be made with reference to the federal tax treatment of such items (and, in the case of book items, with reference to the federal tax treatment of the corresponding tax items) at the Company level, without regard to any required or elective tax treatment of such items at the Member level.

               (g) The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations. If the Managers shall determine that it is prudent to modify the manner in which Capital Accounts, or any additions or subtractions thereto (including, without limitation, adjustments relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or the Members), are computed to comply with such Regulations, the Managers shall be entitled to make such modification; provided, however, that it is not likely to have a material effect on the amounts distributable to any Member pursuant to Section 17 of this Agreement upon dissolution of the Company. The Managers shall also make (a) any adjustments that are necessary or

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appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g), and (b) any appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) and 1.704-2.

          1.6 “Capital Contribution” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Company by such Member.

          1.7 “Certificate of Formation” shall have the meaning set forth in Section 2.

          1.8 “Change in Control” with respect to any Member shall mean a change in ownership or control of such member effected through any of the following transactions:

               (a) a merger, consolidation or other reorganization approved by the Member’s owners, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Member’s outstanding voting securities immediately prior to such transaction, or

               (b) an owner-approved sale, transfer or other disposition of all or substantially all of the Member’s assets in liquidation or dissolution of the Member, or

               (c) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities possessing more than fifty percent (50%) of the total combined voting power of the Member’s outstanding securities pursuant to a stock purchase transaction or a tender or exchange offer made directly to the Member’s owners (except that the sale by the Member of shares of its capital stock to investors in bona fide capital raising transactions shall not be deemed to be a Change in Control for this purpose).

     In no event shall any public offering of the Member’a securities be deemed to constitute a Change in Control.

          1.9 “Change in Control Repurchase Price” shall have the meaning set forth in Section 18.1.3.

          1.10 “Change in Control Repurchase Right” shall have the meaning set forth in Section 18.1.3.

          1.11 “Class A Interests” shall have the meaning set forth in Section 7.1.

          1.12 “Class B Interests” shall have the meaning set forth in Section 7.1.

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          1.13 “Class A Member” shall have the meaning set forth in Section 7.2.

          1.14 “Class B Member” shall have the meaning set forth in Section 7.3.

          1.15 “Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision or provisions of succeeding law).

          1.16 “Common Stock Distribution” shall have the meaning set forth in Section 7.2

          1.17 “Company” shall have the meaning set forth in the Introduction.

          1.18 “Company Agreement” shall have the meaning given in the Introduction.

          1.19 “Company Minimum Gain” has the meaning set forth in Regulations Sections 1.704-2(d) for the phrase “partnership minimum gain”.

          1.20 “Declination Repurchase Price” shall have the meaning set forth in Section 18.1.2.

          1.21 “Declination Repurchase Right” shall have the meaning set forth in Section 18.1.2.

          1.22 “Declined Distribution” shall have the meaning set forth in Section 7.2.

          1.23 “Distributable Cash” means all cash on hand less Reserves.

          1.24 “Event of Default” shall have the meaning set forth in Section 18.1.1.

          1.25 “Event of Default Repurchase Price” shall have the meaning set forth in Section 18.1.1.

          1.26 “Event of Default Repurchase Right” shall have the meaning set forth in Section 18.1.1.

          1.27 “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes; except as follows:

               (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the fair market value of such asset, as determined by the Managers.

               (b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective fair market values, as determined by the Managers, as of the following times:

                    (i) the acquisition of an additional Interest in the Company (other than in connection with the execution of this Agreement) by a new or existing Member in

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exchange for more than a de minimis Capital Contribution, if the Managers determine that such adjustment is necessary or appropriate to reflect the relative economic interest of the Members in the Company;

                    (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an Interest in the Company, if the Managers determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company;

                    (iii) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); and

                    (iv) at such other times as the Managers shall determine necessary or advisable to comply with Regulations Sections 1.704-1(b) and 1.704-2.

               (c) The Gross Asset Value of any Company asset distributed to a Member shall be the gross fair market value of such asset on the date of distribution, as determined by the Managers.

               (d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted to the extent that the Managers determines that an adjustment pursuant to this Agreement is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment to the Gross Asset Value of Company assets.

               (e) If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to this Agreement, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

          1.28 “Initial Class B Member” shall mean Firepond, Inc., a Delaware corporation.

          1.29 “Initial Shares” shall have the meaning given in Section 7.2.

          1.30 “Interest” or “Membership Interest” means the entire ownership interest of a Member in the Company at any time, including such Member’s limited liability company interest and the right of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement, together with the obligations of such Member to comply with all of the terms and provisions of this Agreement; provided, however, that the direct or indirect interest of any Person in the Member shall be considered Member equity and not an Interest.

          1.31 “Managers” shall have the meaning set forth in Section 8.

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          1.32 “Member Minimum Gain” means minimum gain attributable to a Member Nonrecourse Debt determined in accordance with Regulations Section 1.704-2(i) with respect to “partner minimum gain.”

          1.33 “Member Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4) for the phrase “partner nonrecourse debt.”

          1.34 “Member Nonrecourse Deduction” has the meaning set forth in Regulations Section 1.704-2(i)(2) for the phrase “partner nonrecourse deduction”. The amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company fiscal year equals the excess, if any, of the net increase, if any, in the amount of Member Minimum Gain attributable to such Member Nonrecourse Debt during such fiscal year over the aggregate amount of any distributions during such fiscal year to the Member who bears the economic risk of loss for such Member Nonrecourse Debt to the extent such distributions are from the proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(2).

          1.35 “Members” shall have the meaning set forth in the Introduction.

          1.36 “Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(c). The amount of Nonrecourse Deductions for a Company fiscal year equals the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during such fiscal year over the aggregate amount of any distributions during such fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(c).

          1.37 “Nonrecourse Liability” has the meaning set forth in Regulations Section 1.704-2(b)(3).

          1.38 “Profits” and “Losses” means an amount equal to the Company’s taxable income or loss with respect to the relevant period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be in taxable income or loss), with the following adjustments:

               (a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss;

               (b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

               (c) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be

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computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

               (d) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account depreciation for such fiscal year or other period, computed in accordance with this Agreement; and

               (e) Notwithstanding any other provision of this Agreement, any items that are specially allocated pursuant to Section 12.2 of this Agreement shall not be taken into account in computing Profits or Losses.

          1.39 “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

          1.40 “Regulatory Allocations” shall have the meaning given in Section 12.2.10.

          1.41 “Remaining Shares” shall have the meaning set forth in Section 18.1.1.

          1.42 “Reserves” means, with respect to any fiscal period, funds set aside or amount allocated during such period to reserves that shall be maintained in amounts deemed sufficient by the Managers, in their sole discretion, to provide working capital, to pay taxes, insurance, debt service, payments required to be made by the Company pursuant to any operating agreement, repairs, replacements or renewals, to provide capital for anticipated or possible construction or acquisition costs, capital expenditures and other outlays.

          1.43 “Texas Business Organizations Code” or “TBOC” shall have the meaning set forth in Section 2.

          1.44 “Regulatory Allocations” shall have the meaning set forth in Section 2.

          1.45 “Texas Limited Liability Company Law” or “TLLCL” shall have the meaning set forth in Section 2.

          1.46 “Transfer” or “Transferred” shall have the meaning set forth in Section 16.1.

2. Formation.

     CWC Holdings, LLC is a limited liability company organized under the provisions of the Texas Business Organizations Code (the “TBOC”) and the Texas Limited Liability Company Law, part of the TBOC, as amended from time to time (the “TLLCL”). The Certificate of Formation (the “Certificate of Formation”) was filed on April 14th, 2008 with the Secretary of State of the State of Texas.

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3. Name.

     The name of the Company is, and the business of the Company shall be conducted under the name of, “CWC Holdings, LLC.” The Company may transact business under an assumed name by filing an assumed name certificate in the manner prescribed by applicable law.

4. Continuation and Term.

     The Company was formed upon the issuance by the Secretary of State of the State of Texas of the Certificate of Filing for the Company. The Company’s existence shall be perpetual unless it is earlier terminated by the Members (hereinafter, “Members” refers to the initial Member, and any additional members, if any, admitted to the Company in accordance with the provisions of this Company Agreement).

5. Office.

     The registered office of the Company required by the TBOC to be maintained in the State of Texas shall be at 350 N. St. Paul Street, Dallas, Texas 75201. The registered agent for service of process at such address shall be CT Corporation System.

6. Purpose.

     The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which a limited liability company may be formed under the TBOC and engaging in any and all activities necessary or incidental to the foregoing.

7. Members.

     The name and business and mailing address of each Member are as follows:

TechDev Holdings, LLC
207B N. Washington Ave.
Marshall, Texas 75670

Firepond, Inc.
205 Newbury Street, Suite 204
Framingham, Massachusetts 01701

          7.1 Relative Rights. Each Member’s relative rights, privileges, preferences and obligations with respect to the Company are represented by that Member’s Membership Interests. There shall be two classes of Interests — “Class A Interests” and “Class B Interests.” A Member’s relative rights, privileges, preferences and obligations with respect to the Company will be determined under this Company Agreement.

          7.2 Class A Interests. Class A Interests have all the rights, privileges, preferences, and obligations generally provided to a Member under applicable law, and as are otherwise

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applicable to Class A Interests pursuant to this Agreement. Except as specifically provided in this Agreement, the holder of the Class A Interests will be entitled to share in distributions of Distributable Cash based on the percentage of total Membership Interests issued and outstanding at such time held by the holder of the Class A Interests (the “Class A Member”) as of the relevant date, which percentage is set forth on Exhibit A and may be amended or adjusted from time to time. Notwithstanding Section 13, the Class A Member may choose to forgo all, or any portion thereof, of its share of any distribution of Distributable Cash (the “Declined Distribution”) in favor of a Common Stock Distribution; provided the Class B Member agrees to accept such Declined Distribution. Prior to making a distribution of Distributable Cash to the Members, the Managers must notify the Members of such distribution. The Class A Member shall have two (2) business days from the date of such notification to notify the Managers whether it shall accept or decline such distribution. Failure to notify the Managers within such time period shall be deemed an acceptance of such distribution by the Class A Member. In the event the Class A Member declines such distribution in favor of the Common Stock Distribution, the Managers shall notify the Class B Member, and the Class B Member shall have two (2) business days from the date of such notification to notify the Managers in writing whether it will accept or decline the Declined Distribution. Failure to notify the Managers in writing within such time period shall be deemed an acceptance of such Declined Distribution by the Class B Member. “Common Stock Distribution” shall mean the number of shares of common stock of Firepond, Inc., initially contributed by the Class B Members as set forth on Exhibit A hereto (the “Initial Shares”), equal to the quotient of (i) the total amount of the Declined Distribution by the Class A Member divided by (ii) for any time prior to the Bridge Notes and Cap Notes being paid in full, 1.40 and thereafter, the higher of (A) the product of (x) 0.8 times (y) the arithmetic average of the closing price for the Common Stock for each of the twenty (20) trading days ending on the trading day immediately preceding the date of the Declined Distribution and (B) 1.40.

          7.3 Class B Interests. Class B Interests have only the rights, privileges, preferences, and obligations specifically provided for in this Agreement. Without limiting the foregoing, the Class B Interests shall have no voting rights other than those voting rights specifically required under the TLLCL. Except as specifically provided in this Agreement, the holder of the Class B Interests shall be entitled to share in distributions of Distributable Cash based on the percentage of total Membership Interests issued and outstanding at such time held the holder of the Class B Interests (the “Class B Member”) as of the relevant date, which percentage is set forth on Exhibit A as it may be amended or adjusted from time to time, except that the Class B Member may be entitled to more than its share of such distribution of Distributable Cash in the event the Class B Member accepts a Declined Distribution in accordance with Section 7.2. The Class B Interests will be issued by the Company and held by the Class B Member subject to the repurchase rights and other terms and conditions of this Agreement and any other written agreement entered into between the Class B Member and the Company.

8. Management.

     The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, one or more managers (“Managers,” whether one or more). In addition to the powers and authorities

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expressly conferred upon them by this Company Agreement, the Managers may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by the Certificate of Formation or by this Company Agreement directed or required to be exercised or done by the Members. The initial number of Managers shall be one (1), and shall be Erich Spangenberg, until his earlier death, resignation or removal. The number of Managers may be increased or decreased, provided such decrease does not shorten the term of any incumbent Manager, from time to time by the vote or approval of a majority of the outstanding Class A Interests. Removal of any Manager from office and the appointment of any Manager to fill any vacancies shall likewise be determined by the vote or approval of a majority of the outstanding Class A Interests.

     The Managers shall be advised by a board of advisors (the “Board of Advisors”), such Board of Advisors to consist of the Managers, an individual designated by Firepond, Inc., and an appointee of TechDev Holdings, LLC. Notwithstanding the foregoing, the power and authority of the Managers shall not be superseded or limited by the Board of Advisors.

9. Meetings.

     In connection with any meeting of the Members or Managers, the following provisions shall apply:

          9.1 Place of Meeting. Any regular or special meeting of the Members or Managers shall be held at the principal place of business of the Company, unless the notice of such meeting specifies a different place, which need not be in the State of Texas. Actions by the Company requiring a vote or approval of the Members will be permitted by a vote or approval of a majority of the outstanding Class A Interests and actions by the Company requiring a vote or approval of the Managers will be permitted by vote or approval of a majority of the Managers.

          9.2 Action by Written Consent of the Members. Any action required or authorized to be taken at an annual or special meeting of the Members may be taken without holding a meeting, providing notice or taking a vote if a written consent or consents stating the action to be taken is signed by the number of the Members necessary to have at least the minimum number of votes that would be necessary to take the action at a meeting at which each of the Members entitled to vote on the action is present and votes.

          9.3 Action by Written Consent of the Managers. Any action required or authorized to be taken at an annual or special meeting of the Managers may be taken without holding a meeting, providing notice or taking a vote if a written consent or consents stating the action to be taken is signed by the number of the Managers necessary to have at least the minimum number of votes that would be necessary to take the action at a meeting at which each of the Managers entitled to vote on the action is present and votes.

10. Officers.

          10.1 The Managers may elect a President, one (1) or more Vice Presidents, a Secretary, a Treasurer, one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers. One (1) person may hold any two (2) or more of these offices. Each officer so

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elected shall hold office until his successor shall have been duly elected and qualified or until his death, resignation or removal in the manner hereinafter provided.

          10.2 Every officer is an agent of the Company for the purpose of its business. The act of an officer, including the execution in the name of the Company of any instrument for apparently carrying on in the usual way the business of the Company, binds the Company unless the officer so acting otherwise lacks authority to act for the Company and the person with whom the officer is dealing has knowledge of the fact that the officer has no such authority.

          10.3 The Managers may appoint such other officers and agents as they shall deem necessary who shall hold their offices for such terms, have such authority and perform such duties as the Managers may from time to time determine. The Managers may delegate to any committee or officer the power to appoint any such subordinate officer or agent. No subordinate officer appointed by any committee or superior officer as aforesaid shall be considered as an officer of the Company, the officers of the Company being limited to the officers elected or appointed as such by the Managers.

          10.4 Any officer may resign at any time by giving written notice thereof to the Managers, the President or the Secretary of the Company. Any such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer elected or appointed by the Managers or any other officer may be removed at any time with or without cause by the Managers. The removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create any contract rights. A vacancy in any office shall be filled for the unexpired portion of the term by the Managers, but in case of a vacancy occurring in an office filled by a committee or superior officer in accordance with this Company Agreement, such vacancy may be filled by such committee or superior officer.

          10.5 The President shall be the chief executive officer of the Company and shall have general and active management of the business of the Company. The President shall have the general supervision and direction of all other officers of the Company with full power to see that their duties are properly performed and shall see that all orders and resolutions of the Members and the Managers of the Company are carried into effect. The President shall preside at all meetings of the Members and Managers of the Company. He may sign certificates for units of Membership Interests of the Company and any deeds, bonds, mortgages, contracts and other documents which the Managers of the Company have authorized to be executed, except where required by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Managers of the Company or this Company Agreement to some other officer or agent of the Company. In addition, the President shall perform whatever duties and shall exercise all the powers that are given to him by the Managers of the Company.

          10.6 The Vice Presidents shall perform the duties as are given to them by this Company Agreement and as may from time to time be assigned to them by the Managers of the Company or by the President and may sign certificates for units of Membership Interests of the Company. At the request of the President, or in his absence or disability, the Vice President,

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designated by the President (or in the absence of such designation, the senior Vice President), shall perform the duties and exercise the powers of the President.

          10.7 The Secretary shall keep or cause to be kept at the principal office of the Company, or such other place as the Managers may direct, a book of minutes of all meetings and actions of the Managers and Members and any committees or other delegates of the Managers and Members. The Secretary shall also keep or cause to be kept at the principal office of the Company those records required for the conduct of the business and affairs of the Company. The Secretary shall give or cause to be given notice of all meetings of the Managers and Members, and shall have such other powers and perform such other duties as may be prescribed by the Managers, the President, or this Company Agreement.

          10.8 The Treasurer shall be the chief financial officer of the Company and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company. The books of account shall at all reasonable times be open to inspection by any Manager or Member. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Managers or the President. The Treasurer shall disburse the funds of the Company as may be ordered by the Managers, shall render to the President, the Managers and the Members, whenever they request it, an account of all of the Treasurer’s transactions as chief financial officer and of the financial conditions of the Company and shall have other powers and perform such other duties as may be prescribed by the Managers or the President or this Company Agreement.

          10.9 The salary or other compensation of officers shall be fixed from time to time by the Managers of the Company. The Managers may delegate to any committee or officer the power to fix from time to time the salary or other compensation of subordinate officers and agents appointed in accordance with the provisions of this Company Agreement.

11. Capital Contribution.

     The Members have contributed to the Company the assets described on Exhibit A attached hereto.

     The Members are not required to make any additional capital contributions to the Company.

12. Allocations.

          12.1 Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company shall be allocated among the Members in a manner such that, after giving effect to the special allocations set forth in Section 12.2 and Section 12.3, the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Members pursuant to Article 18 as if the Event of Default Repurchase Right or Declination Repurchase Right were exercised, the assets of the Company were sold for cash equal to their Gross Asset Value, all

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Company liabilities were satisfied (limited with respect to each Nonrecourse Liability to the Gross Asset Value of the assets securing such liability), and $10,000 plus 90% of the Remaining Shares were distributed to the Initial Class B Member and the remaining net assets of the Company were distributed to the Class A Member immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.

          12.2 Regulatory Allocations and Curative Provisions. The following special allocations shall be made in the following order and priority:

          12.2.1 Minimum Gain Chargeback. Notwithstanding any other provisions of this Section 12, if there is a net decrease in Company Minimum Gain during any Company fiscal year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of:

                    (a) the portion of such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2), that is allocable to the disposition of Company property subject to Nonrecourse Liabilities, determined in accordance with Regulations Section 1.704-2(i)(4); and

                    (b) if such Member would otherwise have an Adjusted Capital Account Deficit at the end of such fiscal year, an amount sufficient to eliminate such Adjusted Capital Account Deficit.

     The items of income and gain to be so specially allocated pursuant to this Section 12.2.1 shall be determined in accordance with Regulations Section 1.704-2(f). This Section 12.2.1 is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. To the extent permitted by Regulations Section 1.704-2(f), and for purposes of this Section 12.2.1 only, each Member’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Section 12 with respect to such fiscal year and without regard to any net decrease in Member Minimum Gain during such fiscal year.

          12.2.2 Member Minimum Gain Chargeback. Notwithstanding any provision of this Section 12 to the contrary (except Section 12.2.1), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company fiscal year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent years) in an amount equal to the greater of:

                    (a) the portion of such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4), and

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                    (b) if such Member would otherwise have an Adjusted Capital Account Deficit at the end of such fiscal year, an amount sufficient to eliminate such Adjusted Capital Account Deficit.

     The items of income and gain to be so specially allocated pursuant to this Section 12.2.2 shall be determined in accordance with Regulations Section 1.704-2(f). This Section 12.2.2 is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. Solely for purposes of this Section 12.2.2, each Member’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Section 12 with respect to such fiscal year, other than allocations pursuant to Section 12.2.1 of this Agreement.

          12.2.3 Qualified Income Offset. If any Member unexpectedly receives any adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by Regulations Sections 1.704-1(b)(2)(ii)(d), the Adjusted Capital Account Deficit of such Member as quickly as possible; provided, however, that an allocation pursuant to this Section 12.2.3 shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 12 have been tentatively made as if this Section 12.2.3 were not in this Agreement. It is intended that this Section 12.2.3 qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d).

          12.2.4 Gross Income Allocation. If any Member has an Adjusted Capital Account Deficit at the end of any Company fiscal year that is in excess of the sum of (a) the amount such Member is obligated to contribute to the Company upon liquidation of such Member’s Interest, and (b) the amount such Member is deemed to be obligated to restore to the Company pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 12.2.4 shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Section 12 have been tentatively made as if Section 12.2.3 and this Section 12.2.4 were not in this Agreement.

          12.2.5 Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Members in accordance with the allocation set forth in Section 12.1.

          12.2.6 Member Nonrecourse Deductions. Member Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i).

          12.2.7 Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code

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Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted Regulations Section 1.704-1(b)(2)(iv)(m).

          12.2.8 Excess Nonrecourse Liabilities. Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Member’s Interest in Company Profits are as provided for in Section 12.1.

          12.2.9 Best Efforts Regarding Distributions. To the extent permitted by Regulations Sections 1.704-2(h) and 1.704-2(i)(6), the Managers shall use their best efforts to treat distributions of Distributable Cash as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would not cause or increase an Adjusted Capital Account Deficit for any Member.

          12.2.10 Curative Allocations. The Members acknowledge that all distributions of Distributable Cash (including distributions upon liquidation of the Company) are intended to be made in accordance with the priorities set forth in Section 13 of this Agreement and that the Members’ Capital Accounts are intended to reflect the manner in which such distributions are intended to be made. The allocations set forth in Sections 12.2.1, 12.2.2, 12.2.3, 12.2.4, 12.2.5 and 12.2.6 of this Agreement (the “Regulatory Allocations”) are intended to comply with pertain requirements of Regulations Sections 1.704-1(b) and 1.704-2, but may result in distortions of the Member’s Capital Accounts in relation to the distributions that each Member is intended to receive from the Company. Notwithstanding any other provisions of Section 12.2 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Profits, Losses and items of income, gain, loss and deduction to the Members so that, to the maximum extent possible, at any time the Members’ Capital Accounts shall reflect the manner in which distributions would be made to the Members, if the Company were liquidated and the proceeds of such liquidation were distributed to the Members in accordance with Section 13 of this Agreement.

          12.2.11 Other Allocations. If, and to the extent that, in any fiscal years, (a) any item of constructive or imputed income is deemed recognized for federal income tax purposes by the Company or (b) any item of constructive or imputed expense or payment is deemed incurred or made, as the case may be, by the Company, for federal income tax purposes, in respect of any transaction (including a Loan) between a Member (or any Affiliate or Person related to such Member) and the Company, any such item of constructive of imputed income or any such item of constructive or imputed expense or payment, as the case may be, shall be allocated to such Member to the extent that the Managers, acting reasonably, determine such allocation to be consistent with the Interests of the Member in the Company. Any allocations made to a Member pursuant to this Section 12.2.11 shall be reflected as an increase (or reduction) in such Member’s Capital Account.

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          12.3 Tax Allocations — Code Section 704(c).

          12.3.1 Except as provided in Section 12.2, the income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among the Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

          12.3.2 In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution using the method determined by the Managers.

          12.3.3 If the Gross Asset Value of any Company asset is adjusted pursuant to this Agreement, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) using the method determined by the Managers.

          12.3.4 Any elections or other decisions relating to such allocations shall be made by the Managers in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 12.3 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provisions of this Agreement.

13. Distributions.

      Subject to the provisions of Section 7, Section 17 and Section 18 of this Agreement:

          13.1 The Managers shall have sole discretion regarding the amounts and timing of distributions of Distributable Cash to the Members, in each case subject to the retention of, or payment to third parties of, such Distributable Cash as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not be limited to) the payment or the making of provision for the payment when due of the Company’s obligations and expenses.

          13.2 All distributions shall be made among the Members ratably based on their respective percentage interests as set forth on Exhibit A.

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14. Governing Law.

     This Company Agreement shall be governed by, and construed under, the laws of the State of Texas, all rights and remedies being governed by said laws.

15. Indemnification.

          15.1 No Member, Manager or officer of the Company shall be liable to the Company for any act or omission based upon errors of judgment or other fault in connection with the business or affairs of the Company if such Member’s, Manager’s or officer’s conduct shall not have constituted gross negligence or willful misconduct.

          15.2 To the fullest extent permitted by law, the Members, Managers and officers of the Company shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, settlements and other amounts (collectively, “Indemnified Losses”) arising from any and all claims (including attorneys’ fees and expenses, as such fees and expenses are incurred), demands, actions, suits or proceedings (civil, criminal, administrative or investigative), in which he may be involved, as a party or otherwise, by reason of the management of the affairs of the Company, whether or not he continued to be a Member, Manager or officer of the Company or involved in management of the affairs of the Company at the time any such liability or expense is paid or incurred; provided that a Member, Manager or officer of the Company shall not be entitled to the foregoing indemnification if a court of competent jurisdiction shall have determined that such Indemnified Losses resulted primarily from the gross negligence or willful misconduct of such Member, Manager or officer. The termination of a proceeding by judgment, order, settlement or conviction under a plea of nolo contendere, or its equivalent, shall not, of itself, create any presumption that such Indemnified Losses resulted primarily from the gross negligence or willful misconduct of a Member, Manager or officer of the Company or that the conduct giving rise to such liability was not in the best interest of the Company. The Company shall also indemnify each of the Members, Managers and officers of the Company if he is or was a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Member, Manager or officer of the Company is or was an agent of the Company, against any Indemnified Losses incurred by such Member, Manager or officer of the Company in connection with the defense or settlement of such action; provided that such Member, Manager or officer of the Company shall not be entitled to the foregoing indemnification if a court of competent jurisdiction shall have determined that any such Indemnified Losses resulted from the gross negligence or willful misconduct of such Member, Manager or officer. The Company may advance a Member, Manager or officer of the Company any expenses (including, without limitation, attorneys’ fees and expenses) incurred as a result of any demand, action, suit or proceeding referred to in this paragraph (b) provided that (i) the legal action relates to the performance of duties or services by such Member, Manager or officer of the Company on behalf of the Company; and (ii) such Member, Manager or officer of the Company provides a written undertaking to repay to the Company the amounts of such advances in the event that such Member, Manager or officer of the Company is determined to be not entitled to indemnification hereunder.

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          15.3 The indemnification provided by this Section 15 shall not be deemed to be exclusive of any other rights to which a Member, Manager or officer of the Company may be entitled under any agreement, as a matter of law, in equity or otherwise, and shall inure to the benefit of the heirs, successors and administrators of such Member, Manager or officer.

          15.4 Any indemnification pursuant to this Section 15 will be payable only from the assets of the Company.

16. Transfer of Membership Interests; Withdrawal; Admission of New Members.

          16.1 “Transfer” or “Transferred” means to sell, assign, pledge, hypothecate, give, create a security interest in or lien on, place in trust (voting or otherwise), assign or in any other way encumber or dispose of, directly or indirectly and whether or not by operation of law or for value, any Interest.

          16.2 Transfer of Membership Interest. Class B Interests shall be neither transferable nor assignable by a Member. No Class B Member, nor its successors, transferees or assigns, shall, directly or indirectly, voluntarily or involuntarily, Transfer all or any portion of its Class B Interest without the approval of the Managers and compliance with the terms and conditions of this Agreement and any additional agreement entered into in writing between the Class B Member and the Company. Any attempted Transfer of a Class B Interest that is not made in accordance with these terms shall be null and void and shall have no effect. In addition, without the prior consent of the Managers, no Class B Member that is a corporation, partnership or limited liability company may cause or permit a Class B Interest to be Transferred in connection with a Change in Control of such Class B Member. Any such Transfer shall be null and void and shall have no effect. The Class A Member may transfer Interests without the consent of the Managers.

          16.3 Operation of Transfer. Notwithstanding that a Member has the right to Transfer any Interest in any manner provided in this Section 16 or otherwise, such Transfer shall not be permitted unless and until the purchaser, assignee, donee or transferee thereof agrees in writing to take and accept such Interest subject to all of the restrictions, terms and conditions contained in this Agreement, the same as if it were a signatory party hereto. The Company will not be required to recognize any permitted assignment of an Interest until the instrument conveying such Interest and assuming all obligations under this Agreement has been delivered to the Company and is satisfactory to the Company in its reasonable discretion.

          16.4 Admission of New Members. A person may become a new Member of the Company upon (i) receiving the consent of the Managers to such admission and to the amount of the Capital Contribution, if any, to be made by such new Member, (ii) making the required Capital Contribution, if any, to the Company and (iii) executing an addendum to this Company Agreement that by its terms (a) binds such new Member to the terms and conditions set forth herein, (b) recites the Capital Contribution, if any, to be made by such new Member and (c) sets forth the Membership Interest to be received by such new Member in exchange for the Capital Contribution. At the time of admission of a new Member, the Members shall amend Exhibit A to reflect the percentage interests of all of the Members. Such revised Exhibit A shall be effective as of the date of admission of the new Member.

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17. Dissolution.

          17.1 Events Requiring Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

          17.1.1 the written consent of a majority of the outstanding Class A Interests; or

          17.1.2 an event specified under the TBOC as one causing dissolution.

          17.2 Election to Carry on Business. Upon the occurrence of an event described in Section 17.1 hereof that would cause a dissolution of the Company by operation of law, the Members may, within ninety (90) days of such event, elect to carry on the business of the Company by the affirmative vote of a majority of the outstanding Class A Interests. In the event that all of the Class A Interests do not elect to carry on the business within such ninety (90) day period, the holders of the Class A Interests who do not vote to carry on the business shall, jointly and severally, indemnify the Company for any and all costs incurred by the Company in connection with or as a result of the dissolution of the Company.

          17.3 Distribution Upon Liquidation. Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance with this Section 17.3. The fair market value of the assets of the Company (other than cash) shall be determined by the Managers. Any Profits or Losses from disposition (including unrealized Profits and Losses from property to be distributed in kind) shall be allocated among the Members as provided in Section 12. Thereafter, the assets of the Company shall be distributed in the following manner and order: (a) first, to the claims of all creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company, and (b) second, to the Members in accordance with the positive balances in their respective Capital Accounts.

18. Right of Repurchase.

          18.1 Grant of Repurchase Right.

          18.1.1 Event of Default. Upon an Event of Default Threshold Condition, the Company shall have an irrevocable, exclusive right to repurchase (the “Event of Default Repurchase Right”) all of the outstanding Class B Interests from the Initial Class B Member in exchange for (i) $10,000 and (ii) distributing 90% of the Remaining Shares (the “Event of Default Repurchase Price”) to the Initial Class B Member. An “Event of Default Threshold Condition” shall have the meaning given such term in the Bridge Notes (as defined below) and the Cap Notes (as defined below). The “Remaining Shares” means the Initial Shares minus the aggregate number of such shares issued to the Class A Member pursuant to the Common Stock Distributions.

          18.1.2 Declination of Distribution. If prior to the payment of all principal, interest and late charges due under the Bridge Notes and the Cap Notes, the Initial Class B Member should decline to accept the Declined Distribution two consecutive times, the Company shall have an irrevocable, exclusive right to repurchase (the “Declination

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Repurchase Right”) all of the outstanding Class B Interests from the Initial Class B Member in exchange for (i) $10,000 and (ii) distributing 90% of the Remaining Shares (the “Declination Repurchase Price”) to the Initial Class B Member. “Bridge Notes” refer to those certain senior secured subordinated notes of Firepond, Inc. due July 1, 2009, as amended from time to time. “Cap Notes” refer to those certain senior secured convertible notes of Firepond, Inc. due December 31, 2009, as amended from time to time.

          18.1.3 Change in Control of Class B Member. Upon a Change in Control of the Initial Class B Member, the Company shall have an irrevocable, exclusive right to repurchase (the “Change in Control Repurchase Right”) all of the outstanding Class B Interests from the Initial Class B Member in exchange for (i) $10,000 and (ii) distributing 90% of the Remaining Shares (the “Change in Control Repurchase Price”) to the Initial Class B Member.

          18.2 Exercise of the Repurchase Right. In the event the Company exercises the Event of Default Repurchase Right or the Declination Repurchase Right and such Event of Default Repurchase Price or Declination Repurchase Right is paid as set forth above, the Class A Member shall become the legal and beneficial owner of the Class B Interests repurchased and all related rights and interests therein.

19. Application of Texas Law.

     This Company Agreement, and the application or interpretation hereof, shall be governed exclusively by the laws of the State of Texas, and specifically the TLLCL.

20. No Action for Partition.

     No Member shall have any right to maintain any action for partition with respect to the property of the Company.

21. Headings and Sections.

     The headings in this Company Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Company Agreement or any provision hereof. Unless the context requires otherwise, all references in this Company Agreement to Sections shall be deemed to mean and refer to Sections of this Company Agreement.

22. Numbers and Gender.

     Where the context so indicates, the masculine shall include feminine and neuter, and the neuter shall include the masculine and feminine, the singular shall include the plural and any reference to a “person” shall mean a natural person or a corporation, limited liability company, association, partnership, joint venture, estate, trust or any other entity.

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23. Binding Effect.

     Except as herein otherwise provided to the contrary, this Company Agreement shall be binding upon and inure to the benefit of the Members, their spouses, distributees, heirs, legal representatives, executors, administrators, successors and permitted assigns.

24. Amendment of Certificate of Formation and Company Agreement.

     Except as otherwise expressly set forth in this Company Agreement, the Certificate of Formation and this Company Agreement may be amended, supplemented or restated only by the vote of a majority of the outstanding Class A Interests. Upon obtaining the approval of any amendment to the Certificate of Formation, the Managers shall cause a Certificate of Amendment in accordance with the TBOC to be prepared, and such Certificate of Amendment shall be executed by not less than one (1) Manager and shall be filed in accordance with the TBOC.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Company Agreement effective as of the                      day of April, 2008.

TECHDEV HOLDINGS, LLC

Name:

By:

Title:

FIREPOND, INC.

Name:

By:

Title:

EX-99.9

EXHIBIT 9

JOINT FILING AGREEMENT

April 29, 2008

     Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

     IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement to be executed and effective as of the date first written above.

FP Tech Holdings, LLC
By:	/s/ Audrey Spangenberg
	Name:	Audrey Spangenberg
	Title:	Manager
Audrey Spangenberg
/s/ Audrey Spangenberg
Name: Audrey Spangenberg
Christian Spangenberg
/s/ Audrey Spangenberg
By: Audrey Spangenberg, as parent on behalf of Christian Spangenberg
Acclaim Financial Group, LLC
By:	/s/ Audrey Spangenberg
	Name:	Audrey Spangenberg
	Title:	Managing Member
Erich Spangenberg
/s/ Erich Spangenberg
Name: Erich Spangenberg
NMPP, Inc.
By:	/s/ Erich Spangenberg
	Name:	Erich Spangenberg
	Title:	President

TechDev Holdings, LLC (f/k/a Plutus IP, LLC)
/s/ Erich Spangenberg
Name:	Erich Spangenberg
Title:	Manager
CWC Holdings, LLC
/s/ Erich Spangenberg
Name:	Erich Spangenberg
Title:	Manager