Common use of Conversion into the Borrower's Common Stock Clause in Contracts

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five eighty percent (8580%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty twenty-two (3022) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five eighty percent (8580%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty sixty (3060) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $25,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion (and at the Holder's election with the Company's consentelection, the unpaid interest accrued on the Note), (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein, (the date of giving of such notice of conversion is a "Conversion Date"). Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of on the Note to be converted (and interest, if any) to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- eighty (80%) percent of the average of the lowest closing bid prices for the Common Stock on the OTC Pink Sheets, or on any principal securities exchange or other securities market on which the Common Stock is then being listed or traded, for the three trading days prior to but not including the date of this Note ("Maximum Base Price"), or (ii) seventy-five percent (8575%) of the average of the three lowest closing bid prices for the Common Stock on the OTC Pink Sheets and/or NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any principal securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to preceding, but not including the Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) . Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $.07 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Subject to the terms of this Note, the Holder shall have the right from and after the issuance occurrence of this Note an Event of Default, whether or not such Event of Default is cured, and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereofhereof and the Subscription Agreement, the Conversion Price per share shall be the lower of (i) eighty- seventy-five percent (8575%) of the average of the three five lowest closing volume weighted average prices for of the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty (30) twenty trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the preceding a Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 6 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date (“Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lesser of (i) eighty- $.09 (“Maximum Base Price”) or (ii) eighty-five percent (85%) of the average of the three lowest closing bid prices for the fifteen (15) trading days prior to but not including the Conversion Date for the Common Stock on the NASD OTC Pink Sheets, OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "“Principal Market"”), or if not then trading on a Principal Market, such other principal market or exchange where . Closing bid price shall mean the last closing bid price as reported by Bloomberg L.P. The Conversion Price described in Section 2.1 (b) (ii) above may be employed by the Holder at any time after the closing price of the Common Stock is listed or traded as reported by Bloomberg L.P. for the thirty Principal Market is less than $0.09 for fifteen (3015) consecutive trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") ), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the lower election of the Holder: (i) eighty- five $.35 ("Maximum Base Price"); or (ii) seventy percent (8570%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the thirty (30bid price referred to in this Section 2.1(b)(ii) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including when determining the Conversion DatePrice. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this NoteNote and accrued interest, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three four (4) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior equal to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $2.00 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) 50% of the average of the three five lowest closing intraday prices for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal previous 20 trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- $____ ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market,, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) 30% of the average of the three five lowest closing intraday prices for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal previous 20 trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three two (2) business days from the Conversion Date (such second day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) 50% of the average of the three lowest closing prices price for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal previous 20 trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this Note, and/or accrued interest and Premium, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note and Premium in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note Note, interest and/or Premium to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $0.10 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date (such fifth day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.17. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) 25% of the average of the three lowest closing prices bid price as of 4 pm (New York Time) for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal previous 20 trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b1.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three ten (10) business days from the Conversion Date (such tenth day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five eighty percent (8580%) of the average of the three lowest five (5) closing prices for of the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty five (305) trading days prior to but not including preceding the Closing Date (as defined in the Subscription Agreement) in connection with which date of this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion DateNote. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b1.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $.25 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five $______ ("Maximum Base Price") or (ii) eighty percent (8580%) of the average of the three five lowest closing bid prices for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, Bulletin Board Exchange, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where . Closing bid price shall mean the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (last closing bid price as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datereported by Bloomberg Financial. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be equal to the lower lesser of (i) eighty- five $0.25 ("Maximum Conversion Price"), and (ii) eighty percent (8580%) of the three day average of the three lowest closing bid prices for of the Common Stock as reported by Bloomberg L.P. on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange date preceding a Conversion Date (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal MarketVariable Conversion Price"), or if not then trading on subject to a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Floor Price"); or (ii) eighty-five percent (85%) percent " of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.15. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three four (4) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of lesser of: (i) eighty- five seventy percent (8570%) of the average of the three five lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty (30) ten trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); preceding a Conversion Date, or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.55. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$1.65. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent $.015 (85"Maximum Base Price"), or (ii) eighty (80%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"). Closing bid price shall mean the closing bid price as reported by Bloomberg L.P., or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including no event will the Conversion DatePrice be greater than $.015, subject to adjustment as described herein. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest interest, if any, on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be equal to the lower lessor of (i) eighty- five percent $0.07, or (85%ii) 65% of the average of the three lowest closing intra-day trading prices for of the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) twenty trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the preceding a Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after six (6) months from the date of the issuance of this Note Debenture and then at any time until this Note Debenture is fully paid, to convert any outstanding and unpaid principal portion of this NoteDebenture, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteDebenture (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note Debenture converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note principal amount of the Debenture being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note Debenture shall be determined by dividing that portion of the principal of the Note this Debenture and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) 40% of the average of the three lowest closing prices bid price as of 4 pm (New York Time) for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal previous 20 trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereofthis Note and the Subscription Agreement, the Conversion Price per share of Common Stock shall be $0.03 per share of Common Stock. From and after 270 days after the issue date of this Note if the closing bid price of the Common Stock for the Principal Market as reported by Bloomberg L.P. is less than $0.03, then the Conversion Price shall be the lower lesser of (i) eighty- five $0.03 or eighty percent (8580%) of the average of the three five (5) lowest closing bid prices for of the Common Stock on the NASD OTC Bulletin Boardas reported by Bloomberg, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty twenty (3020) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the preceding a Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such second day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) 50% of the average of the three five lowest closing prices for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange previous fifteen (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (3015) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such second day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) 40% of the average of the three five lowest closing prices for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange previous fifteen (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (3015) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price fixed conversion price per share shall be the lower of (i) eighty- five percent (85%) equal to 80% of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the date preceding a Conversion Date, but in no event greater than $0.05 (“Conversion Price”). (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lesser of (i) eighty- five percent $.0002 per share or (85%i) 20% of the average of the three five lowest closing intra-day trading prices for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal previous 20 trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $10,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Borrower of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At Unless the election interest accrued on the Note is the subject of the Holdera Conversion Notice, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the subscription agreement entered into between the Borrower and Holder relating to this Note ("Subscription Agreement"). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and/or interest of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent seventy (8570%) of the average of the three lowest closing prices bid price for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed traded (or tradedif not so listed, then the lowest reported bid price as quoted on the "pink sheets" published by the National Quotation Bureau), for the thirty five (305) trading days prior to but not including immediately preceding the Conversion Date, or (ii) $0.375 ("Maximum Base Price"). (c) The Maximum Base Price described in Section 2.1(b)(i2.1(b)(ii) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price. The Company may elect to pay interest on Principal being converted by delivering Common Stock valued at the Conversion Price applied to the Principal being converted but only if such Common Stock is: (i) timely delivered; (ii) is included for unrestricted resale in an effective registration statement described in Section 10.1(iv) of the Subscription Agreement; (iii) no Event of Default has occurred or is continuing; and (iv) receipt of such Common Stock by the holder would not exceed the maximum conversion limitation amount described in Section 9.3 of the Subscription Agreement. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lowest of (i) eighty- five one dollar and fifty cents ($1.50) ("Maximum Base Price"); (ii) eighty percent (8580%) of the average of the three (3) lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), ; or (iii) if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eightyseventy-five percent (8575%) percent of the average of the three (3) lowest closing bid prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion DateDate on such other principal market or exchange where the Common Stock is listed or traded. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, Common Stock or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the conversion price (“Conversion Price Price”) per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.10. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Shares as such stock exists Shares exist on the date of issuance of this Note, or any shares of capital stock Shares of Borrower into which such stock Shares shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price Conversion Price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyNote, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share Share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior equal to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.50. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three two (2) business days from the Conversion Date (such second day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) 30% of the average of the three lowest closing prices intraday price for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal previous 20 trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Company shall convert the principal amount of this note into shares of the Company’s stock. Additionally, the Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85“60%) ” of the average of the three lowest closing prices VWAP for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of previous 15 trading days. For greater clarity if the foregoing VWAP is at the time the principal trading exchange or market $1.00 for the Common Stockprevious 15 trading days, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined Holder will receive common shares in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent company at a price of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$.60 cents per share. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. The Borrower shall have the option from and after the date of issuance of this Note and then at any time until this Note is fully paid, to convert any accrued interest into fully paid non-assessable registered shares of Common Stock valued at 85% of the average of the daily volume weighted average price (“VWAP”) during the five trading days ending the day prior to a payment date. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading equal to [a number equal to $12,000,000 pre-money valuation on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datefully diluted basis]. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company and Holder certain persons who are signatories thereto, including Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- seventy five percent (8575%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded traded, for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Purchase Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five eighty percent (8580%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty ninety (3090) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price fixed conversion price per share shall be $.05 (“Fixed Conversion Price”) and after all of the lower occurrence of an Event of Default, the giving of written notice by Holder to Borrower of such occurrence and upon an actual conversion under this Note, the per share conversion price shall be the lesser of (i) eighty- five percent the Fixed Conversion Price, or (85%ii) 80% of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the date preceding a Conversion Date, but in no event greater than the Fixed Conversion Price (such actual conversion price being the “Conversion Price”). (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Fixed Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price fixed conversion price per share shall be the lower of equal to $0.05 (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"“Fixed Conversion Price”), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Fixed Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent $.043 (85"Maximum Base Price"), or (ii) eighty (80%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where . Closing bid price shall mean the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (closing bid price as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date.reported by Bloomberg L.P. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent $______ (85"Maximum Base Price") or (ii) eighty (80%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where . Closing bid price shall mean the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (closing bid price as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date.reported by Bloomberg L.P. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price per share, subject to adjustment as defined provided in Section 2.1(b2.1(c) hereof hereof, equal to $0.01 (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the The Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to this Section 2.1(a) and 2.1(b)2, shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five eighty percent (8580%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded traded, for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five eighty percent (8580%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the issuance of this Note date hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") or fees due and payable into fully paid and nonassessable shares of common stock of Borrower ValCom's Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b3.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $2,000,000 and the Holder converted $181,818 of such original principal amount prior to the first Repayment Date, then (1) the principal amount of the Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be $90,909. (b) Subject to adjustment as provided in Section 2.1(c3.1(c) hereof, the Conversion Price per share shall be $.95 (the "Fixed Price"). If an Event of Default has occurred and be continuing hereunder then the Conversion Price shall be equal to the lower of (i) eighty- five the Fixed Price; or (ii) seventy percent (8570%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Fixed Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a3.1(a) and 2.1(b3.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five One Dollar and Ninety Cents ($1.90) ("Maximum Base Price") or (ii) eighty percent (8580%) of the average of the three lowest closing prices for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded ) for the thirty fifteen (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (3015) trading days prior to but not including the Conversion Date; provided, however, that in no event shall the Conversion Price be less than $1.50 (the "Floor Price") unless a condition described in Section 9.9 of the Subscription Agreement shall have occurred. For purposes of the NASD OTC Bulletin Board, closing bid price shall mean the last closing bid price as reported by Bloomberg Financial. (c) The Maximum Base Price described in Section 2.1(b)(i) and the Floor Price described in Section 2.1(b)(ii) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at Note by delivering to Borrower a Notice of Conversion substantially in the Holder's election with the Company's consent, the interest accrued on the Note, form of Exhibit A (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "“Common Stock"”) at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's ’s written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$4.00. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i2.1(b) above and the number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the issuance Borrower’s receipt of this Note an Notice of Conversion or the occurrence of any Event of Default, as the case may be, provided the conditions of Section 2.1 have been fulfilled, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Notice of Conversion or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and/or at as the Holder's election with the Company's consentcase may be, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described substantially in Section 9 of the subscription agreement entered into between the Company and Holder relating form attached to this Note (the "Subscription Agreement") of Note, giving the Holder's ’s written request for conversionconversion (the date of giving such notice of conversion being a “Conversion Date”), the Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the The Conversion Price per share shall be the lower lesser of (i) eighty- five percent (85%) $0.01 or 60% of the average of the three lowest closing prices price for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "“Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange ”) where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty twenty (3020) trading days prior to but not including the Conversion Date. If the Conversion Shares are not deliverable by DWAC (Deposit/Withdrawal at Custodian) an additional 10% discount will apply. If the shares are ineligible for deposit into the DTCC (Depository Trust & Clearing Corporation), an additional 5% discount shall apply. The Conversion Price may be adjusted pursuant to the terms of this Debenture. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lesser of (i) eighty- five percent (85%) 50% of the average of the three five lowest closing prices as at 4 pm (New York Time) for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) previous 20 trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date.08 cents per share. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent $0.047 (85"Maximum Base Price") or (ii) eighty (80%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where . Closing bid price shall mean the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (closing bid price as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date.reported by Bloomberg L.P. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five $____ ("Maximum Base Price") or (ii) eighty percent (8580%) of the average of the three five lowest closing bid prices for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, Bulletin Board Exchange, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where . Closing bid price shall mean the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (last closing bid price as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datereported by Bloomberg Financial. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share conversion price shall be the lower lesser of (i) eighty- five percent $0.05 (85%the “Fixed Conversion Price”), or (ii) 80% of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty (30) twenty trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the preceding a Conversion Date, but in no event greater than the Fixed Conversion Price (such actual conversion price being the “Conversion Price”). (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the issuance Borrower's receipt of this Note an Notice of Conversion or the occurrence of any Event of Default, as the case may be, provided the conditions of Section 2.1 have been fulfilled, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Notice of Conversion or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and/or at as the Holder's election with the Company's consentcase may be, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion PriceCONVERSION PRICE"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described substantially in Section 9 of the subscription agreement entered into between the Company and Holder relating form attached to this Note (the "Subscription Agreement") of Note, giving the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price, and then multiplied by One Hundred Twenty Percent (120%). (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal PRINCIPAL Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 6 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lesser of (i) eighty- five $.06 ("Maximum Base Price") or (ii) seventy percent (8570%) of the average of the three lowest closing bid prices for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if . Closing bid price shall mean the last closing bid price as reported by Bloomberg L.P. The Conversion Price described in Section 2.1 (b) (ii) above shall not then trading on a Principal Market, such other principal market or exchange where be less than one-half of the Maximum Base Price unless the closing price of the Common Stock is listed or traded for less than one-half the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or Price for any ten (ii10) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) consecutive trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the conversion price (“Conversion Price Price”) per share shall be the lower of (i) eighty- equal to seventy-five percent (8575%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty (30) ten trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the preceding a Conversion Date, but in no event greater than $0.08. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the "Conversion Shares"), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common StockOther Securities") ), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share this Note shall be convertible commencing upon the lower date of issuance (ithe "Convertible Period") eighty- five percent at a conversion price (85the "Conversion Price") equal to fifty (50%) of the average of the three (3) lowest closing intraday trading prices for during the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange preceding twenty (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (3020) trading days prior to but not including (the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base PriceConversion Look Back Period"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b)2.1, shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent eighty (8580%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five eighty percent (8580%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty sixty (3060) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionSchedule A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be equal the lower Variable Conversion Price (as defined herein subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 50% multiplied by the Market Price (as defined herein) (representing a discount rate of (i) eighty- five percent (8550%) of ). “Market Price” means the average of the lowest three lowest closing prices (3) Trading Prices (as defined below) for the Common Stock during the ten (10) trading day period ending one trading day prior to the date the Principal is paid via electronic transfer of funds to the non-affiliated debt holder’s bank account pursuant to the debt purchase agreement attached hereto as Exhibit A. “Trading Price” means, for any security as of any date, the closing bid price on the NASD OTC Over-The-Counter Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange applicable trading market (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"“OTCBB”), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock . All future conversion pricing will be fixed on the above formulae on such date when the Principal Market, or on any securities exchange or other securities market on which is paid via electronic transfer of funds to the Common Stock is then being listed or traded, for non-affiliated debt holder (the thirty (30) trading days prior to but not including the “Fixed Conversion DatePrice”). (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of higher of: (i) eighty- five percent (85%) 50% of the average of the three five lowest closing prices for the Common Stock on Company’s stock during the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal previous 15 trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); days: or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.0001. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time Issue Date until this Note is fully paid, to convert any outstanding and unpaid principal portion of the Principal Amount of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower as such stock exists on the date of issuance of this NoteCommon Stock , or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed notice of conversion, a form of which is annexed hereto as Exhibit A (the “Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionConversion”), Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal Principal Amount of the Note to be converted and accrued but unpaid interest, if any, to be converted, by the Conversion PricePrice (as defined herein). (b) Subject to adjustment as provided in Section 2.1(c) hereof, the conversion price (“Conversion Price per share Price”) shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.60 per share. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b)hereof, shall be subject to adjustment from time to time upon the happening of certain events while this conversion right (the “Conversion Right”) remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this Note, and/or accrued interest and Premium, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note and Premium in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note Note, interest and/or Premium to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $0.15 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this NoteCommon Stock, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c2.1(e) hereof, the Conversion Price per share shall be equal to the lower greater of (i) eighty- five percent 75% of the per share Market Price (85%as defined below) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of trading day immediately preceding the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing applicable Conversion Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eightythe Per Share Enterprise Value (as defined below) as of the last day of the fiscal quarter which has been completed more than forty-five percent (85%45) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including before the Conversion Date. (c) The Maximum Base For purposes of this Note, the term “Market Price” of the Common Stock means the average of the closing prices of such security’s sales on the principal securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted by the Nasdaq Stock Market as of 4:00 P.M., New York time, or, if on any day such security is not quoted by the Nasdaq Stock Market, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the NASD OTC Bulletin Board, or any similar successor organization, or in the pink sheets, in each such case averaged over a period of five days consisting of the day prior to the day as of which Market Price described in Section 2.1(b)(i) above is being determined and number and kind of shares the four consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b)quoted by the Nasdaq Stock Market or the over-the-counter market, the Market Price shall be subject to adjustment from time to time upon the happening fair value thereof determined in good faith by the Corporation’s Board of certain events while this conversion right remains outstanding, as follows:Directors.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the Issue Date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest if any, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the this Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on this Note in the Note manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued and unpaid interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.25. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the conversion price (“Conversion Price Price”) per share shall be the lower of (i) eighty- equal to seventy-five percent (8575%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market as reported by Bloomberg L.P. for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded Market for the thirty (30) ten trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the preceding a Conversion Date, but in no event greater than $0.02. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 6 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lesser of (i) eighty- five $.06 ("Maximum Base Price") or (ii) seventy percent (8570%) of the average of the three lowest closing bid prices for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if . The Closing bid price shall mean the last closing bid price as reported by Bloomberg L.P. The Conversion Price described in Section 2.1 (b) (ii) above shall not then trading on a Principal Market, such other principal market or exchange where be less than one-half of the Maximum Base Price unless the closing price of the Common Stock is listed or traded for less than one-half the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or Price for any ten (ii10) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) consecutive trading days prior to but not including the Conversion Datedays. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lesser of (i) eighty- $.05 ("Maximum Base Price") or (ii) seventy-five percent (8575%) of the average of the three lowest closing bid prices for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where . During the Common Stock is listed or traded for 180 days after the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which initial issue date of this Note is issued ("Maximum Base PriceInitial Period"); or (ii) eighty-five percent (85%) percent unless an Event of the average of the three lowest closing prices for the Common Stock on the Principal MarketDefault as described in Article III hereof shall have occurred, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion DatePrice shall not be less than $. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) . Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- $.025 ("Maximum Base Price") or (ii) sixty-five percent (8565%) of the average of the three lowest closing bid prices for the thirty (30) trading days prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where . Closing bid price shall mean the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (last closing bid price as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date.reported by Bloomberg L.P. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note Availability Date (as defined in the Subscription Agreement) and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, Note (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined described in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion Conversion, attached hereto as Exhibit A, as described in Section 9 of the subscription agreement entered into between the Company Borrower and Holder relating to this Note (the "Subscription Agreement") ), all the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lesser of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $0.0232 ("Maximum Base Price"); or , and (ii) eighty-five percent (85%) percent 80% of the average of the three lowest closing bid prices for of the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, as reported by Bloomberg L.P. for the thirty (30) OTC Bulletin Board for the five trading days prior to but not including preceding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Subject to Sections 9(f) and 9(p) of the Subscription Agreement, the Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board$0.18, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior subject to but not including the Closing Date (adjustment as defined described herein and in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this NoteNote and accrued interest, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three four (4) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) . Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $1.50 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The To the extent that Advances have been made hereunder, the Holder shall have the right right, but not the obligation, from and after the issuance of this Note date hereof, and then at any time until this Note is fully paidthe Maturity Date, to convert any outstanding and unpaid the principal portion of this Note, the Advances made hereunder and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") and fees due and payable into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price Fixed Conversion Price as defined in Section 2.1(b) hereof below. In the event that the Holder elects to convert this Note into Common Stock (to the "Conversion Price"extent permitted herein), determined as provided herein. Upon delivery the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Company Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Note principal, interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Advances, interest and fees as entered in its records and shall provide written notice thereof to the Borrower within 2 business days after the Conversion Date. Each date on which a Notice of Conversion as described is delivered or telecopied to the Borrower in Section 9 of accordance with the subscription agreement entered into between the Company and Holder relating to this Note provisions hereof shall be deemed a Conversion Date (the "Subscription AgreementCONVERSION DATE") ). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the shares of the Common Stock issuable upon conversion of the Note to the Holder by crediting the account of the Holder's written request for conversion, Borrower shall issue and deliver to designated broker with the Holder Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days from after receipt by the Borrower of the Notice of Conversion Date that number (the "DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the shares of Common Stock for issuable upon such conversion shall be deemed to have been issued upon the portion date of receipt by the Borrower of the Note converted in accordance with Notice of Conversion. The Holder shall be treated for all purposes as the foregoing. At record holder of such Common Stock, unless the election of Holder provides the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly Borrower written instructions to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Pricecontrary. (b) Subject to adjustment as provided in Section 2.1(c3.1(e) hereof, the Conversion Price per share shall be the lower of $1.13 (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then right, at any time until this Note during the period between the date on which the Common Stock is fully paid, first publicly traded and the third year anniversary of such date (the "CONVERSION PERIOD") to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion DateCONVERSION DATE") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion PriceCONVERSION PRICE"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionConversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the HolderIn addition, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on shall be paid at such times in cash or before the Delivery Date (Common Stock as defined in the Subscription Agreement)provided above. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and, at the election of the Company, accrued and unpaid interest) of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five fifty percent (8550%) of the average of the three lowest closing prices bid for the Common Stock on five (5) days prior to the NASD OTC Bulletin BoardConversion Date, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange PROVIDED THAT the Conversion Price shall not be less than fifty cents (whichever of $0.50) and PROVIDED FURTHER THAT the foregoing is at the time the principal trading exchange or market Conversion Price shall not exceed three dollars ($3.00) for the first thirty-one (31) days following the date on which the Holder has the right to convert his Note into Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with after which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock time period there shall be no ceiling on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion DatePrice. (c) Notwithstanding the foregoing, on the final day of the Conversion Period (as defined below), the Note shall be automatically converted into that number of shares calculated pursuant to the provisions of SECTION 2.1(A). Borrower shall issue and deliver to the Holder that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In addition, accrued but unpaid interest on the Note through the Conversion Date shall be paid at such times in cash or Common Stock as provided above. (d) The Maximum Base Company may, any time, pre-pay this Note and the accrued interest hereon upon thirty (30) days prior notice (the "Prepayment Notice"), PROVIDED THAT the average closing bid of the publicly traded Common Stock is in excess of three dollars ($3.00) for the five days prior to the date of the Prepayment Notice. (e) The Conversion Price described in Section 2.1(b)(i2.1(b) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section Sections 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price, with all converted fractional shares issuable rounded up to whole shares. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.01 per share. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note Effective Date, as defined in the Purchase Agreement, and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five $.23 (the "Maximum Base Price"); or (ii) eighty percent (8580%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the issuance Borrower’s receipt of this Note an Notice of Conversion or the occurrence of any Event of Default, as the case may be, provided the conditions of Section 2.1 have been fulfilled, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Notice of Conversion or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and/or at as the Holder's election with the Company's consentcase may be, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described substantially in Section 9 of the subscription agreement entered into between the Company and Holder relating form attached to this Note (the "Subscription Agreement") of Note, giving the Holder's ’s written request for conversionconversion (the date of giving such notice of conversion being a “Conversion Date”), the Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price, and then multiplied by One Hundred Fifteen Percent (115%). (b) Subject to adjustment as provided in Section 2.1(c2. l(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "“Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange ”) where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty five (305) trading days prior to but not including the Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $10,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a notice ("Notice of Conversion as described in Section 9 Conversion") pursuant to the terms of the subscription agreement entered into between the Company Borrower and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder's election, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of and/or interest on the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent fifty (8550%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty five (305) trading days prior to but not including immediately preceding the Conversion Date, or (ii) $3.25 ("Maximum Base Price"). (c) The Maximum Base Price described in Section 2.1(b)(i2.1(b)(ii) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this NoteNote and accrued interest, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three four (4) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $1.50 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $10,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") 'Borrower of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At Unless the election interest accrued on the Note is the subject of the Holdera Conversion Notice, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the subscription agreement entered into between the Borrower and Holder relating to this Note ("Subscription Agreement"). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and/or interest of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent seventy (8570%) of the average of the three lowest closing prices bid price for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed traded (or tradedif not so listed, then the lowest reported bid price as quoted on the "pink sheets" published by the National Quotation Bureau), for the thirty five (305) trading days prior to but not including immediately preceding the Conversion Date, or (ii) $0.375 ("Maximum Base Price"). (c) The Maximum Base Price described in Section 2.1(b)(i2.1(b)(ii) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver in cash accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal Principal of the this Note and accrued Interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereofmay be agreed by both parties hereto, the Conversion Price per share shall be the lower greater of the following: (i) eighty- five percent a discount of 75% to $0.25 per share or a total of $0.0625 per share provided that the Company’s shares are NOT listed for trading on any public market; (85%ii) of in the event the Company’s shares are listed for trading on a public market, the share price shall be equal to a 50% discount to the average of the three five (5) lowest closing trading prices for during the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange previous twenty (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (3020) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent date of the average Conversion Notice. Notwishstanding the provisions of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty Section 2.1 (30b) trading days prior to but not including the Conversion Date. and (c) The Maximum Base Price described in Section 2.1(b)(i) above and above, the number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall also be subject to adjustment from time to time upon the happening of the following certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this Note, and/or accrued interest and Premium, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note and Premium in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note Note, interest and/or Premium to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $0.20 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and, at the election of the Holder's election with the Company's consent, the accrued interest accrued on the Note, (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit B, Borrower shall issue and deliver to the Holder within three five (5) business days from after the Conversion Date (such fifth day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the conversion price (“Conversion Price Price”) per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.05. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion DateCONVERSION DATE") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion PriceCONVERSION PRICE"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription AgreementPURCHASE AGREEMENT") of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five eighty percent (8580%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal MarketPRINCIPAL MARKET"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded traded, for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Purchase Agreement) in connection with which this Note is issued ("Maximum Base PriceMAXIMUM BASE PRICE"); or (ii) eighty-five eighty percent (8580%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion PricePrice (as defined herein) then in effect. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the conversion price (“Conversion Price Price”) per share shall be equal to the lower lesser of (i) eighty- seventy-five percent (8575%) of the average closing bid price for the Common Stock on the OTC Bulletin Board (or if the Common Stock does not trade on the OTC Bulletin Board, any similar quotation service such as the OTCQB Market) (the “Principal Market”) for the ten trading days preceding the Issue Date, which is equal to $[ ] per share (the “Fixed Conversion Price”) or (ii) at any time after six months subsequent to the Issue Date, seventy-five percent (75%) of the average of the three (3) lowest closing bid prices on the Principal Market for the Common Stock during the ten (10) trading days preceding the Conversion Date (the “Adjustable Conversion Price”). Notwithstanding the foregoing, if the Borrower shall enter into an agreement with an underwriter or placement agent to conduct a registered public offering (“Registered Offering”) of the Common Stock or securities convertible into or exercisable for shares of Common Stock based on a fixed market price of the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever date of the foregoing closing of the Registered Offering and which is at not adjustable based on the time the principal trading exchange or future market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where price of the Common Stock is listed or traded for (such price, the thirty “Registered Offering Price”), then the Conversion Price shall be equal to: (301) trading days prior to but not including within six months of the Closing Date Issue Date, the lesser of (as defined in i) the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or Fixed Conversion Price and (ii) eighty-five eighty percent (8580%) percent of the average Registered Offering Price; or (2) at any time after six months subsequent to the Issue Date, the lesser of (i) the Fixed Conversion Price, (ii) eighty percent (80%) of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty Registered Offering Price and (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(biii), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote subject to the availability of adequate shares of the Company’s common stock being available for issue (“Adequate Authorized Shares”), and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such fifth day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior $0.05 subject to but not including the Closing Date (adjustment as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Datedescribed herein. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower lesser of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued $0.15 ("Maximum Base Price"); , or (ii) eighty-five ninety percent (8590%) percent of the lowest closing sales price of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the twenty trading days preceding the Conversion Date. In the event there is no reported lowest closing sales price during such twenty days, then the average of the three lowest closing bid and ask prices for the Common Stock on the Principal Marketduring such period shall be employed in lieu thereof. Until September 30, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded2005, for the thirty (30) trading days prior to but not including the Conversion DatePrice will not be less than $0.15, subject to adjustment as described herein. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion DateCONVERSION DATE") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion PriceCONVERSION PRICE"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription AgreementPURCHASE AGREEMENT") of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five $.13 ("MAXIMUM BASE PRICE"); or (ii) eighty percent (8580%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal MarketPRINCIPAL MARKET"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this NoteNote and accrued interest, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's ’s written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date (“Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of $1.50 (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("“Maximum Base Price"”); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the issuance Borrower’s receipt of this Note an Notice of Conversion or the occurrence of any Event of Default, as the case may be, provided the conditions of Section 2.1 have been fulfilled, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Notice of Conversion or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and/or at as the Holder's election with the Company's consentcase may be, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b2.l(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described substantially in Section 9 of the subscription agreement entered into between the Company and Holder relating form attached to this Note (the "Subscription Agreement") of Note, giving the Holder's ’s written request for conversionconversion (the date of giving such notice of conversion being a “Conversion Date’’), the Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted con erted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each e conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price, and then multiplied by One Hundred Fifteen Percent (115%}. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing bid prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "“Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange ”) where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty five (305) trading days prior to but not including the Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, and /or other fees due hererunder, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- $.04 ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market,, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the Issue Date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest if any, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be $1.00, except that the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) Conversion Price in connection with which this Unregistered Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent Principal shall be 75% of the average of Conversion Price otherwise in effect during the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion DateRule 415 Exclusion Period. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.625 per share. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit B, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be $.105. However, if after 90 days from the lower of (i) eighty- five percent (85%) date hereof the market price of the Company’s common shares during the 90 day period has not closed at a bid price at or above $.12 per share for 3 or more consecutive trading days. In such instance then the Investors’s price per share shall be equal to the average closing bid price for the last 30 trading days immediately prior to the 90th day after the date of this addendum. Should the price of the three lowest closing prices for the Common Stock common shares be $.105 or higher on the NASD OTC Bulletin Board90th day after the date of this addendum, NASDAQ SmallCap Market, NASDAQ National then the purchase price per share shall remain at $.105 per share. Should the Market System, American Stock Exchange, or New York Stock Exchange (whichever Price of the foregoing is at shares be $.105 or higher on the time 90th day after the principal trading exchange or market for date of this addendum, but less than $.125, then the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior Investor shall be entitled to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent an amount of additional shares equal to 10% of the average number of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on shares to which the Common Stock Investor is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Dateotherwise entitled. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Subject to Section 2.1(d)(v) hereof, the Holder shall have the right (the “Conversion Right”) from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the Note and accrued but unpaid interest accrued on the Note, (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. If converted in part, the Note may only be converted in $25,000 increments. (b) Subject to adjustment as provided in Section 2.1(c2.1(d) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior equal to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.22. (c) Interest on the outstanding principal balance of this Note shall accrue at a rate of eight and one-half percent (8.5%) per annum. Interest on the outstanding principal balance of the Note shall be computed on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days and, subject to the earlier conversion in full of all principal and accrued interest, shall be payable (i) in quarterly installments (“Record Date”) beginning April 1, 2007, 2007 and each January, April, July and October thereafter (to and including the Maturity Date) to holders of record at the close of business thirty (30) days prior to the next interest payment date, and (ii) on the Maturity Date. Except as expressly provided herein to the contrary, all interest due and owing by the Borrower on this Note on each Record Date shall not be paid by the Borrower to the Holder but shall, instead, be capitalized and compounded by adding such amounts to the then outstanding principal balance of this Note, thereby increasing the principal sum outstanding hereunder by the amount of such payment-in-kind (the “PIK”). All such PIKs shall accrue interest in accordance with the terms hereof as though such amounts were original principal indebtedness evidenced by this Note. Any outstanding principal and accrued interest on the Note not otherwise converted pursuant to the Conversion Right shall be due and owing in cash on the Maturity Date. (d) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right Conversion Right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three six business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- eighty-five percent (85%) of the average of the three five lowest closing bid prices reported by Bloomberg, L.P. for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty twenty-two (3022) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which issue date of this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three five lowest closing bid prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty twenty-two (3022) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- eighty five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded traded, for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five seventy percent (8570%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be equal to the lower lesser of $0.30 (i) eighty- five “Maximum Base Price”), or seventy percent (8570%) of the average of the three lowest closing bid prices for of the Common Stock on as reported by the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Principal Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the preceding a Conversion Date. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the issuance of this Note date hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") or fees due and payable into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b3.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. For example, if the original principal amount of this Note is $300,000 and the Holder converted $33,333 of such original principal amount prior to the first Repayment Date, then (1) the principal amount of the Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be $16,666. (b) Subject to adjustment as provided in Section 2.1(c3.1(c) hereof, the Conversion Price per share shall be $.85 (the "Maximum Base Price"). If an Event of Default has occurred and be continuing hereunder then the Conversion Price shall be equal to the lower of (i) eighty- five the Maximum Base Price; or (ii) eighty percent (8580%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a3.1(a) and 2.1(b3.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b4.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be equal to the lower lesser of (i) eighty- five $0.25 ("Maximum Conversion Price"), and (ii) eighty percent (8580%) of the three day average of the three lowest closing bid prices for of the Common Stock as reported by Bloomberg L.P. on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange date preceding a Conversion Date (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal MarketVariable Conversion Price"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening a "Floor Price" of certain events while this conversion right remains outstanding, as follows:$0.15.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at Note by delivering to Borrower a Notice of Conversion substantially in the Holder's election with the Company's consent, the interest accrued on the Note, form of Exhibit A (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date$0.285. (c) The Maximum Base Conversion Price described in Section 2.1(b)(i2.1(b) above and the number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $10,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Borrower of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At Unless the election interest accrued on the Note is the subject of the Holdera Conversion Notice, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the subscription agreement entered into between the Borrower and Holder relating to this Note ("Subscription Agreement"). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and/or interest of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent seventy (8570%) of the average of the three lowest closing prices bid price for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed traded (or tradedif not so listed, then the lowest reported bid price as quoted on the "pink sheets" published by the National Quotation Bureau), for the thirty five (305) trading days prior to but not including immediately preceding the Conversion Date, or (ii) $0.375 ("Maximum Base Price"). (c) The Maximum Base Price described in Section 2.1(b)(i2.1(b)(ii) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(a)and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the Unsecured 21 interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") ), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the lower election of the Holder: (i) eighty- five $.35 ("Maximum Base Price"); or (ii) seventy percent (8570%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the thirty (30bid price referred to in this Section 2.1(b)(ii) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including when determining the Conversion DatePrice. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows: