Common use of Automatic Conversion Clause in Contracts

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to (a) Upon the provisions in this paragraphfirst occurrence, if any, of an Automatic Conversion Event, the principal amount Trust will convene a special meeting of Debentures Shareholders (the "Conversion Special Meeting") for the purpose of voting on a proposal that the Trust remain a "closed-end investment company," as such term is defined in the 1940 Act (the "Closed-End Proposal"). If at the Conversion Special Meeting the Closed-End Proposal is approved by a Majority Shareholder Vote, the Trust shall continue to operate as a closed-end investment company. If at the Conversion Special Meeting the Closed-End Proposal is not approved by a Majority Shareholder Vote, the Trust will automatically convert from a closed-end investment company to an "open-end investment company," as such term is defined in the 1940 Act. In such event, the Trust shall promptly take such actions as necessary to convert the Trust to an open-end investment company, including amending this Declaration to make the Shares a "redeemable security" as that term is defined in the 1940 Act (which conversion notices have not previously been received or for which prepayment has not been made or required hereunder such amendments shall be automatically converted on made as approved by the Board of Trustees, without any requirement of approval of Shareholders), and the Trust shall, upon complying with any requirements of the 1940 Act and state law, become an open-end investment company. (b) Notwithstanding any other provisions of this Declaration or the By-Laws of the Trust, the Trustees shall fix a date not more than [45] days following the first occurrence, if any, of an Automatic Conversion Event as the record date for the determination of the Persons to be treated as Shareholders of record for purposes of the Conversion Special Meeting and the Conversion Special Meeting and any adjournments thereof shall be held within [90] days of such record date; provided, however, that in the event that the date, as so determined, of the Conversion Special Meeting would be within 60 days of the anniversary of the Original Issue Date (annual meeting of Shareholders last held, then the "AUTOMATIC CONVERSION DATE") matters to be voted on pursuant to Section 4(a)(i)paragraph (b) above may, in the discretion of the Board of Trustees, be voted on at the next convened annual meeting of Shareholders and such annual meeting of Shareholders shall be considered, for purposes of this Section 11.6, to be the Conversion Price on Special Meeting. (c) Upon the first occurrence, if any, of a Subsequent Automatic Conversion Event, the Trust will submit a Closed-End Proposal to Shareholders at the Trust's annual meeting of Shareholders next succeeding the occurrence of such dateSubsequent Automatic Conversion Event. The conversion contemplated If at such annual meeting of Shareholders, the Closed-End Proposal is approved by this a Majority Shareholder Vote, the Trust shall continue to operate as a closed-end investment company. If at such annual meeting of Shareholders, the Closed-End Proposal is not approved by a Majority Shareholder Vote, the Trust will automatically convert from a closed-end investment company to an open-end investment company (in the manner described in paragraph shall not occur if (a) of this Section). (1d) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contraryAs used in this Section 11.6, the Automatic Conversion Date following terms shall be extended (on a day-for-day basis) for any Trading Days that have the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period meanings as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).set forth below:

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective Each share of Series C Preferred Stock, shall automatically and without any required action by any Holder, be converted into that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Actnumber of fully-paid, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient nonassessable shares of Common Stock authorized as equals the Conversion Ratio, on the Automatic Conversion Date (an “Automatic Conversion” and reserved for issuance upon such conversiontogether with a Holder Conversion, a “Conversion”). Notwithstanding anything herein The Holder shall provide written confirmation to the contraryCorporation of his, her or its beneficial ownership of Common Stock of the Corporation from time to time at the request of the Corporation. (b) Following an Automatic Conversion, the Corporation shall within two Business Days, deliver notice to each Holder that an Automatic Conversion has occurred, at the address of each Holder which the Corporation then has on record (an “Automatic Conversion Notice”); provided, that the Corporation is not required to receive any confirmation that such Automatic Conversion Notice was received by a Holder, but instead assuming such Automatic Conversion Notice was sent to the address which the Corporation then has on record for such Holder, the Automatic Conversion Date Notice shall be extended (on a day-for-day basis) for any Trading Days that treated as received by the Holder is unable for all purposes on the third Business Day following the date such notice was sent by the Corporation (the “Automatic Conversion Notice Receipt Date”). Within three Business Days following the Automatic Conversion Notice Receipt Date, the Corporation shall issue to resell Underlying Shares due to (a) the each Holder all shares of Common Stock not being listed which such Holder is due in connection with the Automatic Conversion (the “Automatic Conversion Shares”, and together with the Holder Conversion Shares, the “Shares”) and promptly deliver such Automatic Conversion Shares to the address of Holder which the Corporation then has on record (a “Delivery”). The Automatic Conversion Shares issuable in connection with an Automatic Conversion shall be fully-paid, non-assessable shares of Common Stock. Unless the Automatic Conversion Shares are covered by a valid and effective registration under the Securities Act or granted for trading on the OTC or any Subsequent MarketHolder provides a valid opinion from an attorney stating that such Automatic Conversion Shares can be issued free of restrictive legend, (b) the failure of an Underlying Securities Registration Statement to which shall be declared effective determined by the Commission orCorporation in its sole discretion, if so declared, prior to remain effective during the Effectiveness Period as to all Underlying issuance date of such Automatic Conversion Shares, or (c) the suspension of the Holder's right to resell Underlying such Automatic Conversion Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)issued as Restricted Shares.

Automatic Conversion. Subject to This Note shall automatically be converted into shares of Common Stock (an “Automatic Conversion”) upon (x) the provisions listing of Common Stock on a Qualified Eligible Market and (y) in this paragraphconnection with, but not later than, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary listing of the Original Issue Date (Common Stock on a Qualified Eligible Market, the "AUTOMATIC CONVERSION DATE") consummation by the Company of a firm commitment underwritten public offering of Common Stock and/or Common Stock Equivalents of the Company pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated registration statement under the Securities Act, that results in gross proceeds to the Company of not less than $5 million; provided, that the Holder may waive the requirement set forth in this clause (y) (a “Qualified Public Offering”). The Automatic Conversion shall be effected pursuant to Section 4 using a Conversion Price that is equal to the lowest of (i) the then-effective applicable Conversion Price, (ii) 80% of the arithmetic average of the VWAPs of the Common Stock during the three Trading Days immediately prior to the Uplisting Date and (iii) the issuance price of the Qualified Public Offering, if any (which, for the avoidance of doubt, if more than one security is issued to an investor in connection therewith, will be deemed to be the “unit price”). This Note shall be converted automatically on the Uplisting Date, which date, for the avoidance of doubt, shall be deemed a Conversion Date for all purposes under this Note, without volume restrictions, as evidenced any further action by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; whether or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein this Note is surrendered to the contrary, the Automatic Conversion Date Company or its Transfer Agent; provided that no such conversion shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) occur unless the Common Stock not being listed issuable upon conversion of this Note have been registered under the Securities Act or granted for trading are exempt from the registration requirements of the Securities Act. Upon the occurrence of such Automatic Conversion of this Note, including, without limitation, the delivery of the applicable Conversion Shares, this Note will be deemed converted in full on the OTC or any Subsequent MarketUplisting Date, (b) and the failure of an Underlying Securities Registration Statement Holder shall be deemed to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything have surrendered such Note to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)Company.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices Conversion Notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first second anniversary of the Original Issue Date (date that the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i)Commission declares effective an Underlying Securities Registration Statement, at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) neither (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and nor (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel to the Company and reasonably acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to ; and (c) the contrary, Company shall have defaulted on its covenants and obligations hereunder or under the Automatic Conversion Date Purchase Agreement or Registration Rights Agreement and such default shall be extended (on a day-for-day basis) for any Trading Days continuing. Any days after the date that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be is declared effective by the Commission or, if so declared, to remain effective during for which the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right Holder is not permitted to resell Underlying Shares thereunderthereunder shall be added to the days before which the conversion under this paragraph shall be triggered. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iv)(A).

Automatic Conversion. Subject to Provided that there is an effective registration statement, on the provisions in this paragraphdate when the market price of the Common equals or exceeds $5.00 for twenty (20) consecutive Trading Days, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder such Preferred Shares then outstanding shall be automatically converted on into the first anniversary number of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to as provided in paragraph 4(a) (an "Automatic Conversion "); provided, however, that if, on the contrary, date of the Automatic Conversion, (i) the number of shares of Common Stock authorized, unissued and unreserved for all other purposes, or held in the Corporation's treasury, is not sufficient to effect the issuance and delivery of the number of Conversion Date shall be extended Shares into which all outstanding Preferred Shares are then convertible, or (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (aii) the Common Stock is not being listed or granted for trading actively traded on the OTC NASDAQ Small Cap Market or any Subsequent the NASDAQ National Market, (b) each Holder shall have the failure of an Underlying Securities Registration Statement option, upon written notice to be declared effective by the Commission or, if so declaredCorporation, to remain effective during the Effectiveness Period retain its rights as to all Underlying a holder of Preferred Shares, or (c) including without limitation, the suspension of the Holder's right to resell Underlying convert such Preferred Shares thereunder. Notwithstanding anything to in accordance with the contrary contained hereinterms of paragraphs 4(a) through 4(c) hereof and, a conversion pursuant to this Section upon delivery of such notice, such Preferred Shares shall not be subject to an Automatic Conversion hereunder until the provisions thirtieth (30th) day following the later of (a) the date on which the event specified (i), (ii) or (iii) is no longer continuing and (b) the date on which the Corporation delivers to each Holder written notice to such effect, and in such event, such thirtieth day shall be deemed to be the Date of Automatic Conversion for purposes of this Certificate of Designation. If an Automatic Conversion occurs, the Corporation and each Holder shall follow the procedures for Conversion set forth in this Section 4(a)(iii4, with the Date of Automatic Conversion deemed to be the Conversion Date, except that the Holder shall not be required to send a Conversion Notice as contemplated by paragraph 4(b). 5. ADJUSTMENTS TO CONVERSION RATE.

Automatic Conversion. Subject to the provisions limitations on conversion set forth in this paragraphArticle II.A.(2), so long as (i) all of the shares of Common Stock issuable upon conversion of or otherwise pursuant to all of the then outstanding Notes are then (x) authorized and reserved for issuance, (y) registered for re-sale under the Securities Act by the holders of the Notes (or may otherwise be resold publicly without restriction) and (z) eligible to be traded on Nasdaq, the NYSE or the AMEX and (ii) there is not then a continuing Mandatory Redemption Event or Trading Market Redemption Event, the entire principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder the Notes then outstanding (together with any accrued and unpaid interest thereon, Conversion Default Payments, Delivery Default Payments and all other amounts due and payable by the Corporation pursuant to Section 2(c) of the Registration Rights Agreement) outstanding on the Automatic Conversion Date, automatically shall be automatically converted into shares of Common Stock on such date at the first anniversary then effective Conversion Price in accordance with, and subject to, the provisions of the Original Issue Date Article II hereof (the "AUTOMATIC CONVERSION DATECONVERSION") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended delayed by one Trading Day for each Trading Day occurring prior thereto and prior to the full conversion of the Notes that (on a day-for-day basisi) any Registration Statement required to be filed and to be effective pursuant to the Registration Rights Agreement is not effective or sales of all of the Registrable Securities otherwise cannot be made thereunder during the Registration Period (whether by reason of the Corporation's failure to properly supplement or amend the prospectus included therein in accordance with the terms of the Registration Rights Agreement or otherwise), (ii) any Mandatory Redemption Event or Trading Market Redemption Event exists, without regard to whether any cure periods shall have run or (iii) the Corporation is in breach of any of its obligations pursuant to Section 4(h) of the Purchase Agreement. The Automatic Conversion Date shall be the Conversion Date for any Trading Days that purposes of determining the Holder is unable to resell Underlying Shares due to (a) Conversion Price and the time within which certificates representing the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to must be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything delivered to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)holder.

Automatic Conversion. Subject to the provisions in of this paragraphparagraph and Section 5(a)(iii)(C), the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third (3rd) anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on for such dateshares. The conversion contemplated by this paragraph shall not occur if (a) The (1) an Underlying Securities Shares Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; or (c) the Company shall have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement (each as defined in Section 7). Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date that the a Holder is unable to resell Underlying Shares under an Underlying Shares Registration Statement due to (a) the Common Stock not being listed or granted quoted for trading on the OTC NASDAQ or any Subsequent Market, (b) the failure of an such Underlying Securities Shares Registration Statement to be declared effective by the Commission oreffective, or if so declared, to remain effective during the Effectiveness Period (as defined in the Registration Rights Agreement) as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything The provisions of Sections 5(a)(iii)(A) and (B) shall not apply to the contrary contained herein, a any automatic conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii5(a)(ii).

Automatic Conversion. Subject to the provisions in this -------------------- paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i------------------------- 4 (a) (i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to the provisions in this -------------------- paragraph, the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if at such time as (a) ) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; or (c) the Company shall have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this paragraph shall be extended (on a day-for-day basis) for any Trading Days that the Holder Purchaser is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (ai) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Nasdaq SmallCap Market, (bii) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission orby the Filing Date (as defined in the Registration Rights Agreement), or (iii) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period (as defined in the Registration Rights Agreement) as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, on the Automatic Conversion Date shall be extended (on a day-for-day basis) for any first Trading Days that Day after the Holder is unable last to resell Underlying Shares due to occur of (a) the Common Stock not being listed or granted for trading on consummation of the OTC or any Subsequent MarketRMS Transaction, and (b) the failure date that Stockholder Approval is obtained, the aggregate principal amount of an Underlying Securities Registration Statement this Note and all unpaid accrued interest hereon shall automatically be converted into such number of shares of Common Stock as determined in accordance with Section 4(d)(i) above. Upon the occurrence of such automatic conversion of this Note, the Holder shall surrender this Note at the office of the Company. Thereupon, there shall be issued and delivered to the Holder promptly at such office and in its name as shown on such surrendered Note, a certificate or certificates for the number of shares of Common Stock into which this Note surrendered were convertible on the date on which such automatic conversion occurred. On the date such automatic conversion takes place, this Note shall be declared effective converted automatically without any further action by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, Holder and whether or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything not this Note is surrendered to the contrary contained hereinCompany; provided, a conversion pursuant to this Section however, that the Company shall not be subject obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless either this Note is delivered to the provisions Company, or the Holder notifies the Company that this Note have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such lost Note. On the date of Section 4(a)(iii)such automatic conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that this Note shall not have been surrendered at the office of the Company or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to this Holder.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures Notes for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date December 3, 2002 (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; and (c) the Company shall not have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (a) the Common Stock not being listed or granted for trading on the OTC AMEX or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission orby the Effectiveness Date, or (c) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period at all times thereafter as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iii)(A).

Automatic Conversion. Subject to Upon an Automatic Conversion Event, as of the provisions in this paragraphConversion Time, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder Notes shall be automatically converted on (the first anniversary “Automatic Conversion”), without the consent of the Original Issue Date Holders, into a newly issued series of fully paid Conversion Preference Shares with a stated issue price of $1,000 per share, for each $1,000 principal amount of Notes held immediately prior to the Conversion Time, together with such number of Conversion Preference Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid (including deferred, as applicable) interest on each $1,000 principal amount of Notes to, but excluding, the date of the Automatic Conversion Event by $1,000. The Automatic Conversion shall occur upon an Automatic Conversion Event (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i“Conversion Time”), at . At the Conversion Price on Time all Notes shall be deemed to be immediately and automatically surrendered and cancelled without need for further action by the Holders who shall thereupon automatically cease to be Holders thereof and all rights of any such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) debtholder of the Corporation shall automatically cease, provided, however, that certificated Notes, if any, shall be surrendered by the Holder is not permitted to resell Underlying the Trustee for cancellation prior to the distribution of the Conversion Preference Shares issuable to such Holder pursuant to Rule 144(k) promulgated under an Automatic Conversion. For greater certainty, any Notes purchased or redeemed by the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable Corporation prior to the Holder Conversion Time shall be deemed not to be outstanding, and shall not be subject to the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversionAutomatic Conversion. Notwithstanding anything contained herein to the contrary, the Trustee shall not have any responsibility to determine if and when an Automatic Conversion Date Event has occurred. The Corporation shall provide written notification of the occurrence of an Automatic Conversion Event upon which the Trustee shall be extended (on a day-for-day basis) for any Trading Days that able to conclusively rely. The Corporation shall make all the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement calculations required to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion made pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)an Automatic Conversion.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective Each share of Series C Preferred Stock, shall automatically and without any required action by any Holder, be converted into that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Actnumber of fully-paid, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient nonassessable shares of Common Stock authorized as equals the Conversion Ratio, on the Automatic Conversion Date (an “Automatic Conversion” and reserved for issuance upon such conversiontogether with a Holder Conversion, a “Conversion”). Notwithstanding anything herein Each Holder shall provide written confirmation to the contraryCorporation of his, her or its Beneficial Ownership of Common Stock of the Corporation from time to time at the request of the Corporation. (b) Following an Automatic Conversion, the Corporation shall within two Business Days, deliver notice to each Holder that an Automatic Conversion has occurred, at the address of each Holder which the Corporation then has on record (an “Automatic Conversion Notice”); provided, that the Corporation is not required to receive any confirmation that such Automatic Conversion Notice was received by a Holder, but instead assuming such Automatic Conversion Notice was sent to the address which the Corporation then has on record for such Holder, the Automatic Conversion Date Notice shall be extended (on a day-for-day basis) for any Trading Days that treated as received by the Holder is unable for all purposes on the third Business Day following the date such notice was sent by the Corporation (the “Automatic Conversion Notice Receipt Date”). Within three Business Days following the Automatic Conversion Notice Receipt Date, the Corporation shall issue to resell Underlying Shares due to (a) the each Holder all shares of Common Stock not being listed which such Holder is due in connection with the Automatic Conversion (the “Automatic Conversion Shares”, and together with the Holder Conversion Shares, the “Shares”) and promptly deliver such Automatic Conversion Shares to the address of Holder which the Corporation then has on record (a “Delivery”). The Automatic Conversion Shares issuable in connection with an Automatic Conversion shall be fully-paid, non-assessable shares of Common Stock. Unless the Automatic Conversion Shares are covered by a valid and effective registration under the Securities Act or granted for trading on the OTC or any Subsequent MarketHolder provides a valid opinion from an attorney stating that such Automatic Conversion Shares can be issued free of restrictive legend, (b) the failure of an Underlying Securities Registration Statement to which shall be declared effective determined by the Commission orCorporation in its sole discretion, if so declared, prior to remain effective during the Effectiveness Period as to all Underlying issuance date of such Automatic Conversion Shares, or such Automatic Conversion Shares shall be issued as Restricted Shares. (c) The issuance and Delivery by the suspension Corporation of the Automatic Conversion Shares shall fully discharge the Corporation from any and all further obligations under or in connection with the Series C Preferred Stock and shall automatically, and without any required action by the Corporation or the Holder's right , result in the cancellation, termination and invalidation of any outstanding Series C Preferred Stock and Preferred Stock Certificates held by Holder or his, her or its assigns. (d) Without limiting the obligation of each Holder set forth herein (including in the subsequent clause (e)), the Corporation and/or the Corporation’s Transfer Agent shall be authorized to resell Underlying take whatever action necessary, if any, following the issuance and Delivery of the Automatic Conversion Shares thereunder. Notwithstanding anything to reflect the contrary contained herein, a conversion pursuant to this Section shall not be cancellation of the Series C Preferred Stock subject to the provisions Automatic Conversion, which shall not require the approval and/or consent of Section 4(a)(iiiany Holder (a “Cancellation”). (e) Notwithstanding the above, each Holder, by accepting such Preferred Stock Certificates hereby covenants that it will, whenever and as reasonably requested by the Corporation and the Transfer Agent, at the Corporation’s sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Corporation or the Transfer Agent may reasonably require in order to complete, insure and perfect the Cancellation, if such may be reasonably required by the Corporation and/or the Corporation’s Transfer Agent. (f) In the event that the Delivery of any Automatic Conversion Shares is unsuccessful and/or any Holder fails to accept such Automatic Conversion Shares, such Automatic Conversion Shares shall be held by the Corporation and/or the Transfer Agent in trust (without accruing interest) and shall be released to such Holder upon reasonable evidence to the Corporation or the Transfer Agent that such Holder is the legal owner of such Automatic Conversion Shares, provided that the Holder’s failure to accept such Automatic Conversion Shares and/or the Corporation’s inability to Deliver such shares shall in no event effect the validity of the Cancellation. (g) The Automatic Conversion terms described above shall supersede and take priority over the Holder’s optional Holder Conversion right in the event that there are any conflicts between such rights.

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount all -------------------- outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) -3- (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; or (c) the Company shall have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this paragraph shall be extended (on a day-for-day basis) for any Trading Days that the Holder Purchaser is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (ai) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Nasdaq SmallCap Market, (bii) the failure of an Underlying Securities Registration Statement to be declared effective by the Securities and Exchange Commission or(the "Commission") by the Filing Date (as defined in the Registration Rights Agreement), or (iii) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period (as defined in the Registration Rights Agreement) as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first fifth anniversary of the Original Issue Closing Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date that the Holder is both unable to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, and unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC NASDAQ or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iii)(A) and (B).

Automatic Conversion. Subject to the provisions limitations on conversion set forth in this paragraphArticle II.A.2 and so long as (i) all of the shares of Common Stock issuable upon conversion of or otherwise pursuant to all of the then outstanding Debentures are then (x) authorized and reserved for issuance, (y) registered for re-sale under the Securities Act by the holder of the Debentures (or may otherwise be able to be resold publicly without registration or restriction) and (z) eligible to be traded on the OTC BB, the Nasdaq, the NYSE, the AMEX or the Nasdaq SmallCap and (ii) there is not then a continuing Mandatory Redemption Event or Trading Market Redemption Event, the entire principal amount of the Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder then outstanding (together with any accrued and unpaid interest thereon, Default Interest, Conversion Default Payments, Delivery Default Payments and all other amounts due and payable by the Corporation pursuant to Section 2(c) of the Registration Rights Agreement) on the Automatic Conversion Date, automatically shall be automatically converted into shares of Common Stock on such date at the first anniversary then effective Conversion Price in accordance with, and subject to, the provisions of Article II hereof (including the Original Issue Date right to exercise the Investment Options in accordance with Article II.E) (the "AUTOMATIC CONVERSION DATECONVERSION") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended delayed by one (on a day-for-day basis1) Trading Day for each Trading Day occurring prior thereto and prior to the full conversion of the Debentures that (i) any Registration Statement required to be filed and to be effective pursuant to the Registration Rights Agreement is not effective or sales of all of the Registrable Securities otherwise cannot be made thereunder during the Registration Period (whether by reason of the Corporation's failure to properly supplement or amend the prospectus included therein in accordance with the terms of the Registration Rights Agreement or otherwise), (ii) any Mandatory Redemption Event or Trading Days that Market Redemption Event exists, without regard to whether any cure periods shall have run or (iii) the Holder Corporation is unable in breach of any of its obligations pursuant to resell Underlying Shares due to (aSection 4(h) of the Purchase Agreement. The Automatic Conversion Date shall be the Conversion Date for purposes of determining the Conversion Price and the time within which certificates representing the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to must be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything delivered to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii)holder.

Automatic Conversion. Subject On or prior to the provisions in this paragraphAutomatic Conversion Date, the principal amount Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of Debentures for which conversion notices have not previously been received its loss, theft or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion destruction as contemplated by this paragraph Section 16(b)). On or before the Automatic Conversion Date, the Company shall not occur if (a) (1) transmit by facsimile or electronic mail an Underlying Securities Registration Statement is not then effective acknowledgment of confirmation and representation, in the form attached hereto as Exhibit I, as to the Automatic Conversion Date that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted all Ordinary Shares from said Automatic Conversion are eligible to resell Underlying Shares be resold pursuant to Rule 144(k) 144 or Rule 144A promulgated under the Securities Act1933 Act (or a successor rule thereto) (collectively, without volume restrictions“Rule 144”) or an effective and available registration statement, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein Transfer Agent which acknowledgement shall constitute an instruction to the contrary, Transfer Agent to process such automatic conversion in accordance with the terms herein. On or before the second (2nd) Trading Day following the Automatic Conversion Date (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the Automatic Conversion Date of such Ordinary Shares issuable pursuant to such automatic conversion) (the “Share Delivery Deadline”), the Company shall, (1) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Ordinary Shares to which the Holder shall be extended (on a day-for-day basis) for any Trading Days that entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, which balance account Holder is unable shall designate in writing to resell Underlying Shares due to (a) the Common Stock not being listed Company or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying SharesTransfer Agent, or (c2) prior to the suspension Resale Eligibility Date or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder's right , issue and send (via reputable overnight courier) to resell Underlying the address as specified in writing to the Company or the Transfer Agent, a certificate, registered in the name of the Holder or its designee, for the number of Ordinary Shares thereunderto which the Holder shall be entitled pursuant to such automatic conversion. The Person or Persons entitled to receive the Ordinary Shares issuable upon automatic conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Automatic Conversion Date. Notwithstanding anything to the contrary contained hereinin this Note or the RRA, a conversion pursuant after the Resale Eligibility Date, the Company shall cause the Transfer Agent to this Section shall not be subject deliver unlegended Ordinary Shares to the provisions Holder (or its designee) in connection with any sale of Section 4(a)(iii)Conversion Shares, and for which the Holder has not yet settled.

Automatic Conversion. Subject to the provisions in this -------------------- paragraph, the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on for such dateshares. The conversion contemplated by this paragraph shall not occur if at such time as (a) ) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares (as defined in Section 8) pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; or (c) the Company is then in default of its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days after the date that the Holder Commission declares effective an Underlying Securities Registration Statement that the Purchaser is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (a) the Common Stock not being listed or granted for trading on the OTC Nasdaq National Market (the "NASDAQ") or any Subsequent Market, (b) the failure of an such ------ Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period (as defined in the Registration Rights Agreement) as to all Underlying Shares, or (c) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything The provisions of Sections 5(a)(iii)(A)(1) and (2) shall not apply to the contrary contained herein, a any automatic conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii5(a)(ii).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (for the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i)resale of all Underlying Shares issuable upon such conversion, at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names and the prospectus thereunder available for use by the Holder as a selling stockholder thereunder and (2) for the resale of all Underlying Shares issuable upon such conversion or the Holder is not permitted to resell Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted quoted for trading on the OTC NASDAQ or any a Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to use the prospectus thereunder to resell Underlying Shares thereunderShares. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iv).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; and (c) the Company shall not have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contrary, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (a) the Common Stock not being listed or granted for trading on the OTC NASDAQ or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission orby the Effectiveness Date (as defined in the Registration Rights Agreement), or (c) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period at all times thereafter as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iii)(A).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures Notes for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first second anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject (a) Notwithstanding anything contained herein to the provisions in this paragraphcontrary, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first anniversary of the Original Issue Date January 12, 2004 (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price entire outstanding principal of and accrued interest on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder Note as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall automatically convert, without any action by or on behalf of the Company or the Holder, into that number of shares of Common Stock determined by dividing the entire outstanding principal of and accrued interest on this Note as of the Automatic Conversion Date by $1.50 (the "NEW CONVERSION PRICE"). No fractional shares of Common Stock shall be extended (on a day-for-day basis) for issued upon conversion. In lieu of any Trading Days that fractional shares of Common Stock to which the Holder is unable would otherwise be entitled, Company shall pay the Holder cash in an amount equal to resell Underlying Shares due to (a) such fraction multiplied by the Common Stock not being listed or granted for trading on the OTC or any Subsequent Market, New Conversion Price. (b) Promptly following the failure Automatic Conversion Date, the Holder shall surrender this Note to the Company for cancellation. Promptly following delivery of an Underlying Securities Registration Statement this Note from the Holder to the Company for cancellation, the Company shall deliver or cause to be declared effective by the Commission ordelivered to Holder, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the in Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to name, certificates representing the contrary contained herein, a conversion pursuant to number of fully paid and non-assessable shares of Common Stock into which this Section shall not be subject to Note has been converted in accordance with the provisions of Section 4(a)(iii2.4(a). Subject to the foregoing provisions hereof, such conversion shall be deemed to have occurred on the Automatic Conversion Date so that Holder shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) On the Automatic Conversion Date, this Note shall be deemed paid in full and, except as set forth in Section 2.4(b), the Company shall have no further obligations hereunder. (d) The shares of Common Stock issuable upon conversion of this Note may not be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to the Company) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS."

Automatic Conversion. Subject to the provisions in of this paragraphparagraph and Section 5(a)(iv), the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third (3rd) anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the then applicable Conversion Price on such datePrice. The conversion contemplated by this paragraph shall not occur if at such time as (a) ) (1) an Underlying Securities Shares Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares (as defined in Section 9) pursuant to Rule 144(k) promulgated under the Securities ActAct (as defined in Section 9), without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date (as defined in the Registration Rights Agreement) that the a Holder is unable to resell Underlying Shares under an Underlying Shares Registration Statement due to to: (a) the Common Stock not being listed or granted quoted for trading on the OTC NASDAQ or any Subsequent Market, (b) the failure of an such Underlying Securities Shares Registration Statement to be declared effective by the Commission oreffective, or if so declared, to remain effective during the Effectiveness Period (as defined in the Registration Rights Agreement) as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything The provisions of Sections 5(a)(iv)(A) and (B) shall not apply to the contrary contained herein, a any automatic conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii5(a)(iii).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount all outstanding shares of Debentures Preferred Stock for which conversion notices have not previously been received or for which prepayment redemption has not been made or required hereunder shall be automatically converted on the first third anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATE") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) ) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and or (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion; or (c) the Company shall have defaulted on its covenants and obligations hereunder or under the Purchase Agreement or Registration Rights Agreement. Notwithstanding anything herein to the contraryforegoing, the Automatic Conversion Date three-year period for conversion under this Section shall be extended (on a day-for-day basis) for any Trading Days after the earlier of (i) the Effectiveness Date, and (ii) the date the Underlying Securities Registration Statement is declared effective by the Commission that the Holder Purchaser is unable to resell Underlying Shares under an Underlying Securities Registration Statement due to (a) the Common Stock not being Actively Traded or not listed or granted for trading on the OTC or any Subsequent MarketMarket , (b) the failure of an Underlying Securities Registration Statement to be declared effective by the Commission orby the Effectiveness Date, or (c) if so declaredan Underlying Securities Registration Statement shall have been declared effective by the Commission, (x) the failure of such Underlying Securities Registration Statement to remain effective during the Effectiveness Period at all times thereafter as to all Underlying Shares, or (cy) the suspension of the Holder's right ability to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii).

Automatic Conversion. Subject to the provisions in this paragraph, the principal amount of Debentures for which conversion notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the first fifth anniversary of the Original Issue Date (the "AUTOMATIC CONVERSION DATEAutomatic Conversion Date") pursuant to Section 4(a)(i), at the Conversion Price on such date. The conversion contemplated by this paragraph shall not occur if (a) (1) an Underlying Securities Registration Statement is not then effective that names the Holder as a selling stockholder thereunder and (2) the Holder is not permitted to resell Underlying Shares pursuant to Rule 144(k) promulgated under the Securities Act, without volume restrictions, as evidenced by an opinion letter of counsel acceptable to the Holder and the transfer agent for the Common Stock; or (b) there are not sufficient shares of Common Stock authorized and reserved for issuance upon such conversion. Notwithstanding anything herein to the contrary, the Automatic Conversion Date shall be extended (on a day-for-day basis) for any Trading Days after the Effectiveness Date that the Holder is unable to resell Underlying Shares due to (a) the Common Stock not being listed or granted for trading on the OTC NASDAQ or any Subsequent Market, (b) the -6- Convertible Debenture 7 failure of an Underlying Securities Registration Statement to be declared effective by the Commission or, if so declared, to remain effective during the Effectiveness Period as to all Underlying Shares, or (c) the suspension of the Holder's right to resell Underlying Shares thereunder. Notwithstanding anything to the contrary contained herein, a conversion pursuant to this Section shall not be subject to the provisions of Section 4(a)(iii4(a)(iii)(A).