Common use of Conversion Limitation Clause in Contracts

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Parent, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a an average price below $2.48 1.295 per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 2,520,966 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed be limited by the Maximum Common Stock Issuance but for this Section 3.2preceding sentence, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would (a) be convertible into that number of Conversion Shares which would exceed the difference between shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares of Common Stock of the Borrower at the time of conversion or (b) exceed thirty-five percent (35%) of the aggregate dollar trading volume of the Common Stock for the twenty-two (22) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share conversion limitation described in this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default which has had, or could reasonably be expected to have a Material Adverse Effect, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Borrower, except that at no time shall the beneficial ownership exceed 19.99% of Defaultthe Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 1.75 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 4,457,995 shares of the Borrower's ’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's ’s shareholders, if required by applicable law or regulation. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, Note or the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related AgreementWarrant, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Company, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder a exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 0.95 per share pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 2,367,666 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void without any notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Parent, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a price below $2.48 2.30 [insert the greater of market price or book value of the Common Stock as of the date hereof] per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 664,104 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock IssuanceMAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerParent's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would (a) be convertible into that number of Conversion Ordinary Shares which would exceed the difference between which, when added to the number of shares of Common Stock Ordinary Shares otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares Ordinary Shares of Common Stock the Borrower at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Ordinary Shares for the thirty (30) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share conversion limitation described in this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Borrower, except that at no time shall the beneficial ownership exceed 19.99% of Defaultthe Borrower’s outstanding Ordinary Shares as of the date hereof. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock Ordinary Shares issuable by the Borrower and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of and/or the Warrant issued on by the Closing Date under Borrower to the January 2005 Holder pursuant to the Securities Purchase Agreement, shall not exceed an aggregate of 436,012 shares 1,270,720 of the Borrower's Common Stock ’s Ordinary Shares, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common StockOrdinary Shares). Furthermore, ▇▇▇▇▇▇ acknowledges and agrees that the Company (i) (shall, on or before September 30, 2006, use its best efforts to solicit shareholder approval of the "Maximum Common Stock Issuance"), unless the authorization and issuance of shares hereunder in excess at least such amount of Ordinary Shares as would permit the Holder to acquire all of the Maximum Common Stock Issuance shall first be approved Ordinary Shares issuable by the Borrower's shareholders. If at any point in time Company and from time to time acquirable by the number of shares of Common Stock issued Holder pursuant to the terms of this Warrant and/or the Note, provided however, that until such shareholder approval is granted, the Purchase Agreement or any Related Agreement, together with the number Company shall not be required to issue an amount of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise Ordinary Shares pursuant to the terms of this Warrant and/or the Note, which exceeds in the Purchase Agreement or any Related Agreementaggregate, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance625,000 Ordinary Shares.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void following written notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior written notice to the Borrower Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock, or without any notice requirement upon an Event of Defaultsuch lesser amount as required by the applicable Principal Market on which the Parent's Common Stock is listed, unless such shall first be approved by the Parent's stockholders. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a price below $2.48 .81 per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 5,095,933 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerParent's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed result in the difference between the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and owning more than 4.99% of the outstanding shares of Common Stock of the BorrowerStock. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Company, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, (a) in no event shall the Holder be entitled to convert this Note into Common Stock to the extent such conversion would require the approval of any applicable insurance regulatory agency or authority (“Required Approval”) unless and until the Holder shall have obtained such Required Approval, and (b) the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 7.58 per share pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 1,583,430 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would (a) be convertible into that number of Conversion Ordinary Shares which would exceed the difference between which, when added to the number of shares of Common Stock Ordinary Shares otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares Ordinary Shares of Common Stock the Borrower at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Ordinary Shares for the thirty (30) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share conversion limitation described in this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Borrower, except that at no time shall the beneficial ownership exceed 19.99% of Defaultthe Borrower's outstanding Ordinary Shares as of the date hereof. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock Ordinary Shares issuable by the Borrower and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of and/or the Warrant issued on by the Closing Date under Borrower to the January 2005 Holder pursuant to the Securities Purchase Agreement, shall not exceed an aggregate of 436,012 shares 833,085 of the Borrower's Common Stock Ordinary Shares, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"Ordinary Shares), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 2.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Parent, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a an average price below $2.48 1.295 per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 2,520,966 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed be limited by the Maximum Common Stock Issuance but for this Section 3.2preceding sentence, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 2.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default, upon 75 days prior notice to the Borrower Company, or without any notice requirement upon an Event receipt by the Holder of Defaulta Notice of Redemption. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 10,154,300 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance hereunder shall first be approved by the Borrower's Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued issuable pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess . Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Maximum Common Stock IssuanceHolder or the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrarycontrary contained herein, the Holder Company shall not be entitled to convert effect a conversion of the Outstanding Balance pursuant to Section 3(a) (the terms “Conversion Event”), to the extent (but only to the extent) that, after giving effect to such conversion, Holder and its Affiliates, collectively, would own in excess of this Note an amount that would be convertible into that 15% (the “Maximum Percentage”) of the total number of Conversion Shares which would exceed the difference between the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder issued and 4.99% of the outstanding shares of Common Capital Stock of the Borrower. For Company (calculated on an as-converted basis) immediately after giving effect to such conversion and taking into account the purposes total outstanding shares of Capital Stock of the Company immediately preceding sentencefollowing the consummation of the Initial Public Offering. To the extent the above limitation applies, beneficial ownership (i) the portion of the Outstanding Balance that can be converted without causing Holder and its Affiliates, collectively, to exceed the Maximum Percentage shall be determined converted, with the Notes held by Holder and its Affiliates to be converted on a pro rata basis among Holder and its Affiliates, in accordance with Section 13(d) of the Exchange Act 3(a), and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares portion of Common Stock issuable upon exercise of Outstanding Balance that cannot be converted due to the Maximum Percentage (the “Remaining Outstanding Balance”) shall remain outstanding under this Note until such time as the Remaining Outstanding Balance can be converted at the Conversion Price determined in connection with the original Conversion Event. For clarity, all or a the applicable portion of such Remaining Outstanding Balance that is to be converted pursuant to the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, foregoing sentence shall not exceed an aggregate of 436,012 shares of the Borrower's be converted into Common Stock (subject to appropriate adjustment for stock splitsnot exceeding the Maximum Percentage as a result of such conversion) or, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum if Common Stock Issuance")is not outstanding at the time of such conversion as a result of an intervening event or transaction, unless the issuance kind and amount of shares hereunder securities, cash and/or property that Holder would have been entitled to receive in excess connection with such event or transaction if the Remaining Outstanding Balance had been converted in full at the Initial Public Offering. The Maturity Date with respect to any such Remaining Outstanding Balance may be extended, at the option of Holder, until such time as the Remaining Outstanding Balance can be converted consistent with the Maximum Common Stock Issuance Percentage. Notwithstanding the foregoing, Holder shall first be approved by have the Borrower's shareholders. If right at any point in time and from time to time the number of shares of Common Stock issued pursuant by written notice to the terms of this NoteCompany to increase its Maximum Percentage immediately upon notice to the Company, and in either case, thereafter, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then “Maximum Percentage” under this Note shall be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuancesuch increased percentage.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares of Common Stock of the BorrowerBorrower at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share conversion limitation described in the first sentence of this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of DefaultBorrower. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement Agreement, the Warrant (as defined in the Purchase Agreement), the Warrant issued to the Holder on May 5, 2005 (as amended, modified or supplemented from time to time, the “Additional Warrant”) or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) in the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement) at a weighted average issue price of below $0.47 taking into account all such issuances, shall not exceed an aggregate of 436,012 6,491,440 shares of the Borrower's Company’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement Agreement, the Warrant, the Additional Warrant or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement Agreement, the Warrant, the Additional Warrant or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.” 7. Section 10 of the Original Warrant shall be amended to read in full as follows:

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 2.2 shall automatically become null and void following notice to any Company upon 75 the occurrence and during the continuance of an Event of Default, or upon 120 days prior notice to the Borrower or without any notice requirement upon an Event Parent, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the total number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a price below $2.48 2.65 per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 2,339,050 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholdersParent’s shareholders in accordance with applicable state and federal laws. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.22.2, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 2.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between 4.99% of the outstanding shares of Common Stock of the Borrower and the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder. The Holder and 4.99% shall not take a long position in the Borrower’s Common Stock for the purpose, or any other reason, that would result in the Holder’s inability to convert this Note into Common Stock because of the outstanding shares of Common Stock of the Borrowerlimitations contained in this provision. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default, without any notice requirement beyond any applicable grace period. At no time shall the beneficial ownership exceed 19.99% of the issued and outstanding Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 0.49 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 shares of the Borrower's ’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Holder’s actions shall be stayed, and ▇▇▇▇▇▇▇▇ shall promptly call a shareholders meeting within (90) ninety days of ▇▇▇▇▇▇’s notice to Borrower of such an event to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Company, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder a exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 3.10 per share pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 1,377,533 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company. Except for conversions of lesser amounts made pursuant to Section 2.1(a) above, the Holder shall not, pursuant to any Notice of Conversion (defined below) convert an amount less than Ten Thousand Dollars (US$10,000).

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares of Common Stock of the BorrowerBorrower at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share conversion limitation described in this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Borrower, except that at no time shall the beneficial ownership exceed 8.33% of Defaultthe Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) Agreement at a price below the shares market price of the Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreementdate of this Note, shall not exceed an aggregate of 436,012 shares 8.33% of the Borrower's Common Stock shares outstanding (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such the Holder or and issuable to the Holder upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerWarrants. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 2.2 shall automatically become null and void without any notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Parent, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a price below $2.48 2.30 [insert the greater of market price or book value of the Common Stock as of the date hereof] per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 664,104 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerParent's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.22.2, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 2.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contraryCompany, except that at no time, shall the number of shares of Common Stock issuable by the Borrower and acquirable beneficially owned by the Holder at a price below $2.48 per share pursuant to the terms upon conversion of all or any portion of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the February Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on February Warrant, exceed 19.99% of the Closing Date under outstanding shares of Common Stock as of February 22, 2005. Notwithstanding anything contained herein to the January 2005 contrary, the aggregate number of shares of Common Stock issuable by the Company and acquirable by the Holder at an average price below $3.10 per share pursuant to the terms of this Note, the Purchase Agreement, any other Related Agreement, the Warrant, the February Note and the February Warrant, shall not exceed an aggregate of 436,012 1,428,458 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholdersCompany’s stockholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or Agreement, any other Related Agreement, the Warrant, the February Note and the February Warrant, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or Agreement, any other Related Agreement, the Warrant, the February Note and the February Warrant, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders stockholders meeting and use its best efforts to solicit shareholder stockholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance; provided, however, that this sentence shall not require the Company to promptly call a stockholders meeting and solicit stockholder approval to the extent that the Company provides for a stockholder vote on such approval in the proxy statement and related materials for the Company’s 2005 annual meeting of stockholders. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void without any notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Parent, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a price below $2.48 2.30 [insert the greater of market price or book value of the Common Stock as of the date hereof] per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 664,104 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerParent's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such the Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Company, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the aggregate number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a an average price below $2.48 3.10 per share pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 1,428,458 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders meeting and use its best efforts to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company.

Conversion Limitation. a. Notwithstanding anything contained herein to any other provision, at no time may the contrary, Corporation or Holder deliver a Conversion Notice if the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of to be received pursuant to such Conversion Notice, aggregated with all other shares of Common Stock then beneficially (or deemed beneficially) owned by such Holder, would result in Holder or issuable upon exercise owning, on the date of warrants held by such Holder and 4.99delivery of the Conversion Notice, more than 9.99% of the outstanding shares of all Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be outstanding as determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 the rules and regulations promulgated thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without In addition, as of any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrarydate, the aggregate number of shares of Common Stock issuable into which the Preferred Stock are convertible within 61 days, together with all other shares of Common Stock then beneficially (or deemed beneficially) owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Holder and its affiliates (as such term is defined in Rule 12b-2 under the Borrower and acquirable by Exchange Act), shall not exceed 9.99% of the total outstanding shares of Common Stock as of such date. b. Until Stockholder Approval (as defined below) is obtained, or the Holder at a price below $2.48 per share pursuant obtains an opinion of counsel reasonably satisfactory to the terms Corporation and its counsel that such approval is not required, both the Holder and the Corporation shall be prohibited from delivering a Conversion Notice if, as a result of this Notesuch exercise, the Purchase Agreement or any Related Agreementaggregate number of Conversion Shares issued hereunder, when aggregated with any shares of Common Stock issued to Holder or any affiliate of Holder under any other agreements or arrangements between the Corporation and the Holder or any applicable affiliate of the Holder, such aggregate number would, under Nasdaq Marketplace rules (i) or the rules of any other exchange where the shares of Common Stock issuable upon conversion of all or a portion of are listed), exceed the Note referred to in the January 2005 Purchase Agreement Cap Amount (as defined below). If delivery of a Conversion Notice is prohibited by the preceding sentence because the Cap Amount would be exceeded, the Corporation shall, upon the written request of the Holder, hold a meeting of its stockholders within sixty (60) plus days following such request, and use its best efforts to obtain the approval of its stockholders for the transactions described herein (ii) “Stockholder Approval”). For purposes hereof, “Cap Amount” means 19.99% of the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued outstanding on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuancedate hereof.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares of Common Stock of the BorrowerBorrower at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of DefaultBorrower. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 2.65 per share pursuant to the terms of this Note, the Secured Convertible Term Note and/or Warrants issued by the Borrower to the Holder pursuant to that certain Securities Purchase Agreement or any Related Agreementdated February 19, when aggregated with 2004 (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement“February Transaction Documents”), shall not exceed an aggregate of 436,012 5,776,614 shares of the Borrower's ’s Common Stock Stock, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related AgreementFebruary Transaction Documents, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related AgreementFebruary Transaction Documents, would exceed the Maximum Common Stock Issuance but for this Section 3.2Section, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.” 2. The foregoing amendment shall be effective as of the date hereof. 3. There are no other amendments to the Term Note. 4. The Borrower hereby represents and warrants to Laurus that as of the date hereof all representations, warranties and covenants made by Borrower in connection with the Term Note are true correct and complete and all of Borrower’s covenants requirements have been met. As of the date hereof, no Event of Default under any Related Agreements (as defined in the Securities Purchase Agreement) has occurred or is continuing.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares of Common Stock of the BorrowerBorrower at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share conversion limitation described in the first sentence of this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of DefaultBorrower. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, the Purchase Agreement Agreement, the Warrant (as defined in the Purchase Agreement) or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) in the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement) at a weighted average issue price of below $0.47 taking into account all such issuances, shall not exceed an aggregate of 436,012 6,491,440 shares of the BorrowerCompany's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerCompany's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement Agreement, the Warrant or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement Agreement, the Warrant or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, from the date hereof until such time as the Borrower's shareholders have approved an increase in the number of authorized shares of Common Stock, the number of shares of Common Stock issuable by the Borrower pursuant to the term of this Note or any Related Agreement shall not exceed an aggregate of 8,202,012 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock). The Borrower shall promptly after the date hereof call a shareholders meeting to solicit shareholder approval of an increase in its authorized number of shares of Common Stock.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default, upon 75 days prior notice to the Borrower Company, or without any notice requirement upon an Event receipt by the Holder of Defaulta Notice of Redemption, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 update Friday $4.95 per share pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 2,108,764 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock IssuanceMAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerCompany's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company.]

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this the Note an amount that would (a) be convertible into that number of Conversion Ordinary Shares which would exceed the difference between which, when added to the number of shares of Common Stock Ordinary Shares otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares Ordinary Shares of Common Stock the Borrower at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Ordinary Shares for the thirty (30) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share conversion limitation described in this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Borrower, except that at no time shall the beneficial ownership exceed 19.99% of Defaultthe Borrower’s outstanding Ordinary Shares as of the date hereof. Notwithstanding anything contained herein to the contrary, (i) the number of shares of Common Stock Ordinary Shares issuable by the Borrower and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Note, Note and/or the Warrant issued by the Borrower to the Holder pursuant to the Securities Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares number of Common Stock Ordinary Shares issuable upon exercise of all or a portion by the Borrower and acquirable by the Holder pursuant to the terms of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Note and/or Warrant issued on by the Closing Date under Borrower to the January 2005 Holder pursuant to that Securities Purchase AgreementAgreement entered into by and among the Borrower, BOScom Ltd. and the Holder as of September 29, 2005, shall not exceed an aggregate of 436,012 shares 1,270,720 of the Borrower's Common Stock ’s Ordinary Shares (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"Ordinary Shares), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between 4.99% of the outstanding shares of Common Stock of the Borrower and the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder. The Holder and 4.99% shall not take a long position in the Borrower’s Common Stock for the purpose, or any other reason, that would result in the Holder’s inability to convert this Note into Common Stock because of the outstanding shares of Common Stock of the Borrowerlimitations contained in this provision. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default, without any notice requirement beyond any applicable grace period. At no time shall the beneficial ownership exceed 19.99% of the issued and outstanding Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 0.49 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 shares of the Borrower's ’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Holder’s actions shall be stayed, and B▇▇▇▇▇▇▇ shall promptly call a shareholders meeting within (90) ninety days of H▇▇▇▇▇’s notice to Borrower of such an event to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed (a) the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such the Holder or issuable upon exercise of warrants held by such Holder and 4.99% (b) twenty five percent (25%) of the outstanding shares aggregate dollar trading volume of the Common Stock for the five (5) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 shall automatically become null and void following notice to the Company upon 75 the occurrence and during the continuance of an Event of Default, or upon 90 days prior notice to the Borrower or without any notice requirement upon an Event Company, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder a exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 0.29 per share pursuant to the terms of this Note, the Purchase Agreement or Agreement, any other Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase any Existing Holder Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreementotherwise, shall not exceed an aggregate of 436,012 3,843,148 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerCompany's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement, any other Related Agreement, any Existing Holder Agreement or any Related Agreementotherwise, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement, any other Related Agreement, any Existing Holder Agreement or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.the

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void following written notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior written notice to the Borrower Parent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock, or without any notice requirement upon an Event of Defaultsuch lesser amount as required by the applicable Principal Market on which the Parent's Common Stock is listed, unless such shall first be approved by the Parent's stockholders. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a price below $2.48 .81 per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 5,095,933 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock IssuanceMAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerParent's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void following notice to any Company upon 75 the occurrence and during the continuance of an Event of Default, or upon 120 days prior notice to the Borrower or without any notice requirement upon an Event Parent, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the total number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a price below $2.48 2.65 per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 2,339,050 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholdersParent’s shareholders in accordance with applicable state and federal laws. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Parent shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in the first sentence of this Section 3.2 shall automatically become null and void following notice to any Company upon the occurrence and during the continuance of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event Parent, except that at no time shall the number of Defaultshares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Parent and acquirable by the Holder at a price below $2.48 0.91 per share pursuant to the terms of this Note, the Purchase Security Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase other Ancillary Agreement, shall not exceed an aggregate of 436,012 8,738,173 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Parent’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower Parent to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Security Agreement or any Related other Ancillary Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Parent shall promptly call a shareholders meeting to solicit consider the shareholder approval approval. The Holder shall not be entitled to vote its shares for any proposal for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or any Company.

Conversion Limitation. i. Notwithstanding anything contained herein to any other provision in this Agreement, at no time may the contrary, Company or Holder deliver a Conversion Notice if the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of to be received pursuant to such Conversion Notice, aggregated with all other shares of Common Stock then beneficially (or deemed beneficially) owned by such Holder, would result in Holder or issuable upon exercise owning, on the date of warrants held by such Holder and 4.99delivery of the Conversion Notice, more than 9.99% of the outstanding shares of all Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be outstanding as determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 the rules and regulations promulgated thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without In addition, as of any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrarydate, the aggregate number of shares of Common Stock issuable into which the Preferred Stock are convertible within 61 days, together with all other shares of Common Stock then beneficially (or deemed beneficially) owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Holder and its affiliates (as such term is defined in Rule 12b-2 under the Borrower and acquirable by Exchange Act), shall not exceed 9.99% of the total outstanding shares of Common Stock as of such date. ii. Until Stockholder Approval (as defined below) is obtained, or the Holder at a price below $2.48 per share pursuant obtains an opinion of counsel reasonably satisfactory to the terms Company and its counsel that such approval is not required, both the Holder and the Company shall be prohibited from delivering a Conversion Notice if, as a result of this Notesuch exercise, the Purchase Agreement or any Related Agreementaggregate number of Conversion Shares issued hereunder, when aggregated with any shares of Common Stock issued to Holder or any affiliate of Holder under any other agreements or arrangements between the Company and the Holder or any applicable affiliate of the Holder, such aggregate number would, under Nasdaq Marketplace rules (i) or the rules of any other exchange where the shares of Common Stock issuable upon conversion of all or a portion of are listed), exceed the Note referred to in the January 2005 Purchase Agreement Cap Amount (as defined below). If delivery of a Conversion Notice is prohibited by the preceding sentence because the Cap Amount would be exceeded, the Company shall, upon the written request of the Holder, hold a meeting of its stockholders within sixty (60) plus days following such request, and use its best efforts to obtain the approval of its stockholders for the transactions described herein and the other Transaction Documents (ii) “Stockholder Approval”). For purposes hereof, “Cap Amount” means 19.99% of the shares of Common Stock issuable upon exercise of all or a portion of outstanding as calculated and determined in accordance with the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 shares of the Borrower's Common Stock Nasdaq Marketplace rules (subject to appropriate adjustment for upon a stock splitssplit, stock dividends, dividend or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"event), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert exercise pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares shares of Common Stock which would exceed the difference between the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants any option or warrant held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerCompany. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 2.2 shall automatically become null and void without any notice to the Company upon 75 the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 65 days prior notice to the Borrower or without any notice requirement upon an Event Company, except that at no time shall the beneficial ownership exceed 19.99% of Defaultthe Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower Company and acquirable by the Holder at a price below $2.48 1.10 per share pursuant to the terms of this Note, the Purchase Agreement or any Related Security Agreement, when aggregated with any Ancillary Agreement, the Secured Convertible Term Note made by the Company to the Holder dated the date hereof (i) as amended, modified and/or supplemented from time to time, the shares of Common Stock issuable upon conversion of all or a portion of "TERM NOTE"), the Note referred to in the January 2005 Purchase Agreement (as defined belowin the Term Note) plus or any Related Agreement (iias defined in the Term Note) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 754,492 shares of the BorrowerCompany's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock IssuanceMAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the BorrowerCompany's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Security Agreement, any Ancillary Agreement, the Term Note, the Purchase Agreement or any Related Agreement, Agreement together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Security Agreement, any Ancillary Agreement, the Term Note, the Purchase Agreement or any Related Agreement, Agreement would exceed the Maximum Common Stock Issuance but for this Section 3.2paragraph, the Borrower Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Shares of Common Stock which may not be issued due to the limitations set forth in this Section 2.2 shall not be deemed to be Conversion Shares under this Note unless and until their issuance is otherwise permitted as contemplated herein.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d2(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void Note is hereby amended to add the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without following paragraph: “Notwithstanding any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 per share pursuant to the terms other provision of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the this Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 into shares of the BorrowerCompany's Common Stock (subject to appropriate adjustment for stock splitsshall be limited such that, stock dividendsat the time of conversion, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the total number of shares of Common Stock issued pursuant to upon such conversion, when aggregated with all other shares of Common Stock issued upon conversion of the terms Notes or Other Notes, shall not exceed 19.9% of this Note, the Purchase Agreement or any Related Agreement, together with the total number of shares of Common Stock that would then be issuable by the Borrower outstanding immediately prior to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the Note (the "Nasdaq Conversion Cap"), unless the Company has obtained prior stockholder approval (“Stockholder Approval”) or such approval is not required under the applicable rules of The Nasdaq Stock Market LLC ("Nasdaq Rules"). If a conversion would result in the issuance of shares exceeding the Nasdaq Conversion Cap, the portion of the Note that would result in such excess issuance shall remain outstanding and unconverted until such time as the conversion complies with the Nasdaq Conversion Cap or stockholder approval is obtained, as applicable. The Company shall promptly notify the Holder in writing if a conversion is restricted pursuant to this Section.” 5. Shareholder Approval for Conversion Cap: Section 13(h) is hereby added to the Note in its entirety as follows: “The Company shall use its best efforts to obtain, prior to the Maturity Date, Stockholder Approval in accordance with applicable laws and the rules of the principal trading market or exchange on which the Company’s common stock is listed, to permit the conversion of this Note into a number of shares of Common Stock hereunder the Company’s common stock that exceeds the Nasdaq Conversion Cap. The Company shall include a proposal for the Stockholder Approval at its next annual or special meeting of shareholders, and shall recommend to its shareholders that such proposal be approved. In the event Stockholder Approval is not obtained, the Company shall continue to seek such approval at each subsequent annual or special meeting of shareholders until such approval is obtained or the Note is fully repaid or converted within the limits of the Nasdaq Conversion Cap. The Holder shall have the right to convert this Note into shares of common stock up to the Nasdaq Conversion Cap until the Stockholder Approval is obtained, and upon receipt of such approval, the Holder may convert the Note into shares in excess of the Maximum Common Stock IssuanceNasdaq Conversion Cap, subject to the terms and conditions of this Note.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder or including those issuable upon exercise of warrants held by such Holder and would exceed 4.99% of the outstanding shares of Common Stock of the BorrowerBorrower at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share Shares limitation described in this Section 3.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of DefaultBorrower. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 1.80 per share pursuant to the terms of this Notethe Secured Convertible Minimum Borrowing Notes, Secured Revolving Note and/or Warrants issued by the Purchase Borrower to the Holder pursuant to that certain Security Agreement or any Related Agreementdated December 3, when aggregated with 2003 (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement“December Transaction Documents”), shall not exceed an aggregate of 436,012 5,595,705 shares of the Borrower's ’s Common Stock Stock, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related AgreementDecember Transaction Documents, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related AgreementDecember Transaction Documents, would exceed the Maximum Common Stock Issuance but for this Section 3.2Section, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. 2. The foregoing amendment shall be effective as of the date hereof. 3. There are no other amendments to the MB Note. 4. The Borrower hereby represents and warrants to Laurus that as of the date hereof all representations, warranties and covenants made by Borrower in connection with the MB Note are true correct and complete and all of Borrower’s covenants requirements have been met. As of the date hereof, no Event of Default under any Ancillary Agreements (as defined in the Security Agreement) has occurred or is continuing.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would (i) exceed the difference between the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerBorrower or (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding any conversion made pursuant to the terms of this Note. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Borrower and acquirable by the Holder at a price below $2.48 $ 1.06 [market price of the stock at closing] per share pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of and/or the Warrant issued on by the Closing Date under Borrower to the January 2005 Holder pursuant to that certain Securities Purchase AgreementAgreement dated April 26, 2004 (the "April Transaction Documents"), shall not exceed an aggregate of 436,012 459,770 shares of the Borrower's Common Stock Stock, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the Stock)(the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, April Transaction Documents would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly promptly, but no later than July 31, 2004, call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Conversion Limitation. a. Notwithstanding anything contained herein to any other provision, at no time may the contrary, Corporation deliver a Corporation Conversion Notice if the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of to be received pursuant to such Corporation Conversion Notice, aggregated with all other shares of Common Stock then beneficially (or deemed beneficially) owned by such Holder, would result in Holder or issuable upon exercise owning, on the date of warrants held by such Holder and 4.99delivery of the Corporation Conversion Notice, more than 9.99% of the outstanding shares of all Common Stock of the Borrower. For the purposes of the immediately preceding sentence, beneficial ownership shall be outstanding as determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 the rules and regulations promulgated thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without In addition, as of any notice requirement upon an Event of Default. Notwithstanding anything contained herein to the contrarydate, the aggregate number of shares of Common Stock issuable into which the Preferred Stock are convertible within 61 days, together with all other shares of Common Stock then beneficially (or deemed beneficially) owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Holder and its affiliates (as such term is defined in Rule 12b-2 under the Borrower and acquirable by Exchange Act), shall not exceed 9.99% of the total outstanding shares of Common Stock as of such date. b. Until Stockholder Approval (as defined below) is obtained, or the Holder at a price below $2.48 per share pursuant obtains an opinion of counsel reasonably satisfactory to the terms of this NoteCorporation and its counsel that such approval is not required, the Purchase Agreement or any Related AgreementCorporation shall be prohibited from delivering a Corporation Conversion Notice if, as a result of such exercise, the aggregate number of Conversion Shares issued hereunder, when aggregated with any shares of Common Stock issued to Holder or any affiliate of Holder under any other agreements or arrangements between the Corporation and the Holder or any applicable affiliate of the Holder, such aggregate number would, under Nasdaq Marketplace rules (i) or the rules of any other exchange where the shares of Common Stock issuable upon conversion of all or a portion of are listed), exceed the Note referred to in the January 2005 Purchase Agreement Cap Amount (as defined below). If delivery of a Corporation Conversion Notice is prohibited by the preceding sentence because the Cap Amount would be exceeded, the Corporation shall, upon the written request of the Holder, hold a meeting of its stockholders within sixty (60) plus days following such request, and use its best efforts to obtain the approval of its stockholders for the transactions described herein (ii) “Stockholder Approval”). For purposes hereof, “Cap Amount” means 19.99% of the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued outstanding on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Borrower to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuancedate hereof.

Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the BorrowerHolder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion Share limitation described in this Section 3.2 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default, upon 75 days prior notice to the Borrower Company, or without any notice requirement upon an Event receipt by the Holder of Defaulta Notice of Redemption, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable or issued by the Borrower and acquirable by the Holder Company at a price below $2.48 2.55 per share pursuant to the terms of this Note, the Purchase Agreement Agreement, or any other Related Agreement, when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 1,454,593 shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Borrower's Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Note, the Purchase Agreement, any other Related Agreement or any Related Agreementotherwise, together with the number of shares of Common Stock that would then be issuable by the Borrower Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Note, the Purchase Agreement or any other Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 3.2, the Borrower Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company.