Exhibit 4.7

FORM OF

DEPOSIT ACCOUNT CONTROL AGREEMENT

This DEPOSIT ACCOUNT CONTROL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), by and among the Bank identified above, the Company identified above (the “ Company ”), the Other Debtors identified above (the “ Other Debtors ”) and the Secured Party/Pledgee identified above (the “ Collateral Agent ”) is dated as of the date written above.  

WHEREAS :

A.

Company and Harborview Master Fund, L.P., a British Virgin Islands limited partnership (“ Harborview ”; Harborview, together with its successors and assigns and each other holder of a Note (as defined below) and their respective successors and assigns, individually and collectively, the “ Buyers ”) have entered into that certain Securities Purchase Agreement dated as of July __, 2009 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Purchase Agreement ”) pursuant to which the Buyers have purchased secured senior notes in an original aggregate principal amount of $215,000 (such notes, together with any promissory notes or other securities issued in exchange or substitution therefor or replacement thereof, and as any of the same may be amended, supplemented, restated or modified and in effect from time to time, the “ Notes ”) and made certain financial accommodations to the Company.

B.

The Other Debtors have executed and delivered to the Collateral Agent that certain Guaranty dated as of July __, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), pursuant to which the Other Debtors and certain other parties have guaranteed all of the “Obligations” under (and as defined in) the Guaranty.

B.

Pursuant to a Security Agreement dated as of July __, 2009 (as the same may be amended, restated, modified or supplemented and in effect from time to time, the “ Security Agreement ”), entered into among the Company, the Other Debtors party thereto and the Collateral Agent, the Company and the Other

Debtors have granted the Collateral Agent, for its benefit and the benefit of the Buyers, a first priority security interest in, lien upon and pledge of all of their right, title and interest in and to the Account(s) (as defined below) and the Account Collateral (as defined below), including, without limitation, all free credit balances, cash and cash balances contained or on deposit in the Accounts and all proceeds thereof, whether now existing or hereafter arising.

C.

This Agreement is intended to perfect the Collateral Agent’s and the Buyers’ security interest in the Account(s) and the Account Collateral pursuant to Sections 9-104, 9-312 and 9-314 of the Uniform Commercial Code and shall also serve as instructions regarding the operation of and procedures for all deposit accounts now or hereafter maintained at the Bank by, or for the deposit, credit or custody of property of, the Company and the Other Debtors.  

NOW THEREFORE , the Bank, the Company, the Other Debtors and the Collateral Agent hereby agree as follows:

1.

Account Identification .  This Agreement applies to the accounts identified below that have been established at the Bank on behalf of and in the name of the Company and/or such Other Debtors and to each other deposit account hereafter established at the Bank on behalf of the Company and/or the Other Debtors (collectively, the “ Accounts ”).  All parties hereto acknowledge and agree that each of the Accounts is a “ Deposit Account ” within the meaning of Article 9 of the Uniform Commercial Code.  The Bank hereby agrees to deliver written notice to the Collateral Agent of the establishment of any accounts other than those listed below (whether characterized as a deposit account or otherwise) at the Bank by or on behalf of the Company and/or the Other Debtors.

2.

Security Interest; Agency .  

(a)

Each of the Bank, the Company, the Other Debtors and the Collateral Agent acknowledges that, in order to secure the prompt and complete payment, performance and observance of all “ Liabilities ” (as defined in the Security Agreement)