Common use of Conversion of Debt into Common Stock Clause in Contracts

Conversion of Debt into Common Stock. (A) At any time until both the Principal and Interest is paid in full and all conversions have been honored by the COMPANY and this Agreement is no longer outstanding, this Agreement, including interest and principal, shall be convertible into shares of Common Stock in the COMPANY at 90 percent of the VWAP for the Common Stock during the 3 trading days prior to conversion. The CLAIMANT shall effect conversions by delivering to the COMPANY the form of Notice of Conversion attached hereto as Exhibit A (a "Notice of Conversion"), specifying the date on which such conversion is to be effected (a "Conversion Date") and Shares shall then be delivered by the COMPANY within four Business Days. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the CLAIMANT shall not be required to otherwise physically surrender anything to the COMPANY. CLAIMANT shall not sell any Shares until COMPANY has delivered the Shares to CLAIMANT’S brokerage account. (B) The COMPANY covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Agreement. (C) Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile, (iii) the first Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. Notwithstanding anything to the contrary herein contained, the CLAIMANT may not convert this Agreement to the extent such conversion would result in the CLAIMANT, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 3.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon such conversion and held by the CLAIMANT after application of this section.

Conversion of Debt into Common Stock. (A) At any time until both the Principal and Interest is paid in full and all conversions have been honored by the COMPANY and this Agreement is no longer outstanding, this Agreement, including interest and principal, shall be convertible into shares of Common Stock in the COMPANY at 90 55 percent of the VWAP average of the 5 closing prices for the Common Stock during the 3 5 trading days prior to conversion. The CLAIMANT shall effect conversions by delivering to the COMPANY the form of Notice of Conversion attached hereto as Exhibit A (a "Notice of Conversion"), specifying the date on which such conversion is to be effected (a "Conversion Date") and Shares shall then be delivered by the COMPANY within four Business Days. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the CLAIMANT shall not be required to otherwise physically surrender anything to the COMPANY. CLAIMANT shall not sell any Shares until COMPANY has delivered the Shares to CLAIMANT’S brokerage account. (B) The COMPANY covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Agreement. (C) Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile, (iii) the first Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. Notwithstanding anything to the contrary herein contained, the CLAIMANT may not convert this Agreement to the extent such conversion would result in the CLAIMANT, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 3.994.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon such conversion and held by the CLAIMANT after application of this section.

Conversion of Debt into Common Stock. (A) At any time until both the Principal and Interest is paid in full and all conversions have been honored by the COMPANY Company and this Agreement is no longer outstanding, this Agreement, including interest and principal, the Principal shall be convertible into shares of Common Stock in the COMPANY at 90 percent common stock of the VWAP for the Common Stock during the 3 trading days prior to conversionCompany at a price of at a conversion price of $0.02 per share. The CLAIMANT Claimant shall effect conversions conversion by delivering to the COMPANY Company the form of Notice of Conversion attached hereto as Exhibit A (a "Notice of Conversion"), specifying the date on which such conversion is to be effected (a "Conversion Date") and Shares shall then be delivered by the COMPANY Company within four Business Days. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the CLAIMANT shall not be required to otherwise physically surrender anything to the COMPANY. CLAIMANT shall not sell any Shares until COMPANY has delivered the Shares to CLAIMANT’S brokerage account. (B) The COMPANY Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Agreement. Claimant agrees to not engage in any activities or strategies that would depress the trading price of the Company’s Common Stock, such as short selling, hedging, or selling more than (i) $15,000 in Common Stock in one day, or (ii) 30% of the trading volume in shares of Common Stock in one day, whichever limit is higher. (C) Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile, (iii) the first Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. . (D) Notwithstanding anything to the contrary herein contained, the CLAIMANT Claimant may not convert this Agreement to the extent such conversion would result in the CLAIMANTClaimant, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 3.994.99% of the then issued and outstanding shares of Common Stock. (E) In conjunction with the granting of conversion rights to the Claimant, including shares issuable upon such Claimant shall cancel debt assigned to it from LV Administrative Services, Ltd. (“LV”) in accordance with the following schedule: (1) With the first assignment of debt to Claimant from LV, Claimant shall immediately cancel all debt assigned to it, except for $100,000. Of the $100,000 balance owed by Company to Claimant, the full amount or any portion thereof shall be convertible into Shares at a conversion rate of $0.02 per share. (2) For each additional assignment of debt from LV to Claimant, the entire amount of debt assigned to Claimant, less the actual cash payment sent to LV shall be cancelled, and held the portion of debt not cancelled shall be convertible in accordance with the provisions of paragraph 5 (A) of this Agreement. (3) Any remaining balance of debt assigned from LV to Claimant shall be adjusted or canceled so that principal amounts due by the CLAIMANT after application Company to the Claimant, and paid via conversions into stock, prepayments or other methods, shall not exceed $450,000 in the aggregate, for the assignment to the Claimant of this sectionall of the debt owed to LV by the Company.

Conversion of Debt into Common Stock. (A) At any time until both the Principal and Interest is paid in full and all conversions have been honored by the COMPANY Company and this Agreement is no longer outstanding, this Agreement, including interest and principal, the Principal shall be convertible into shares of Common Stock in the COMPANY at 90 percent common stock of the VWAP for the Common Stock during the 3 trading days prior to conversionCompany at a price of $0.015 per share. The CLAIMANT Claimant shall effect conversions conversion by delivering to the COMPANY Company the form of Notice of Conversion attached hereto as Exhibit A (a "Notice of Conversion"), specifying the date on which such conversion is to be effected (a "Conversion Date") and Shares shall then be delivered by the COMPANY Company within four Business Days. If no Conversion Date is specified in a Notice The parties hereby agree that the Claimant will cover all legal costs associated with the issuance of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the CLAIMANT shall not be required to otherwise physically surrender anything opinion letter(s) to the COMPANY. CLAIMANT shall not sell any Shares until COMPANY has delivered the Shares transfer agent and other costs, expenses and liabilities as to CLAIMANT’S brokerage accountconversion and issuance. (B) The COMPANY Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Agreement. Claimant agrees to not engage in any activities or strategies that would depress the trading price of the Company’s Common Stock, such as short selling, hedging, or selling more than (i) $15,000 in Common Stock in one day, or (ii) 30% of the trading volume in shares of Common Stock in one day, whichever limit is higher. (C) Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile, (iii) the first Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. . (D) Notwithstanding anything to the contrary herein contained, the CLAIMANT Claimant may not convert this Agreement to the extent such conversion would result in the CLAIMANTClaimant, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 3.994.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon such conversion and held by the CLAIMANT Claimant after application of this section.

Conversion of Debt into Common Stock. (A) A. At any time until both the Principal and Interest is paid in full and all conversions have been honored by the COMPANY Company and this Agreement is no longer outstanding, this Agreement, including interest and principal, the Principal shall be convertible into shares of Common Stock in the COMPANY at 90 percent common stock of the VWAP Company at a price of at ninety percent (90%) of the volume weighted average price (“VWAP”) for the Common Stock during for the 3 three trading days prior to conversion, subject to a minimum conversion price of $0.02 per share. The CLAIMANT Claimant shall effect conversions conversion by delivering to the COMPANY Company the form of Notice of Conversion attached hereto as Exhibit A (a "Notice of Conversion"), specifying the date on which such conversion is to be effected (a "Conversion Date") and Shares shall then be delivered by the COMPANY Company within four Business Days. If no Conversion Date is specified in a Notice The parties hereby agree that the Company will cover all legal costs associated with the issuance of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the CLAIMANT shall not be required to otherwise physically surrender anything opinion letter(s) to the COMPANY. CLAIMANT shall not sell any Shares until COMPANY has delivered the Shares transfer agent and other costs, expenses and liabilities as to CLAIMANT’S brokerage accountconversion and issuance. (B) B. The COMPANY Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Agreement. Claimant agrees to not engage in any activities or strategies that would depress the trading price of the Company’s Common Stock, such as short selling, hedging, or selling more than (i) $15,000 in Common Stock in one day, or (ii) 30% of the trading volume in shares of Common Stock in one day, whichever limit is higher. (C) C. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile, (iii) the first Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. . D. Notwithstanding anything to the contrary herein contained, the CLAIMANT Claimant may not convert this Agreement to the extent such conversion would result in the CLAIMANTClaimant, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 3.999.99% of the then issued and outstanding shares of Common Stock. E. In conjunction with the granting of conversion rights to the Claimant, including shares issuable upon such Claimant shall cancel debt assigned to it from LV Administrative Services, Ltd. (“LV”) in accordance with the following schedule: (1) $4,779,634 of the first $5,579,634 assigned to Claimant from LV shall be cancelled immediately. Of the balance of $800,000 owed by Company to Claimant, $150,000 shall be convertible at a conversion rate of $0.03 per share, for a total of 5,000,000 (five million) shares. (2) For each additional assignment of $929,939 of debt from LV to Claimant, $829,939 of the debt shall be canceled and held the remaining $100,000 shall be convertible in accordance with the provisions of paragraph 5 (A) of this Agreement. (3) Any remaining balance of debt assigned from LV to Claimant shall be adjusted or canceled so that principal amounts due by the CLAIMANT after application Company to the Claimant, and paid via conversions into stock, prepayments or other methods, shall not exceed $1,700,000 in the aggregate, for the assignment to the Claimant of this sectionall of the debt owed to LV by the Company.