Common use of Conversion Rights Clause in Contracts

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock Stock, $.005 par value per share ("Common Stock") as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election, election of the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note and interest to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 .02 ("Maximum Base Price"); ) or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty sixty (3060) trading days prior to but not including the Conversion Date, Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report Closing bid prices, then the closing price shall be substituted for mean the last closing bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.as reported by Bloomberg L.P.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have In the right from event that the principal and after 120 days after the issuance of all accrued interest on this Note have not been paid in full by the close of business on August 1, 1998, then until such principal and then at any time until all accrued interest are thereafter paid in full, the principal and accrued interest on this Note is fully paidshall be convertible by Subscriber from time to time, to convert any outstanding and unpaid principal portion of this Notein whole or in part, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified Company (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof lesser (the "Conversion Price"), determined as provided herein. Upon delivery to the Company ) of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note $5 per share (the "Subscription AgreementCap")) or 80% of the average closing sales price of the Common Stock during the last five trading days prior to conversion. If on any such date there are no sales prices, the terms of which are incorporated herein by this reference, of the closing bid price for such date shall be used instead. Holder's written request for conversionconversion rights are in addition to, Borrower and not in limitation of, Holder's other rights and remedies to enforce its ▇▇▇▇▇s under this Note. After maturity, the Company shall issue and deliver give to the Holder within three (3) business days from not less than 30 days' and not more than 45 days' prior written notice before the Conversion Date that number of shares of Common Stock for the portion of the Company may repay this Note converted in accordance with the foregoingwithout Holder's prior written consent or demand. At the election of the In add▇▇▇▇▇, without Holder's prior written consent, the Company will deliver accrued but unpaid interest on the may ▇▇▇ ▇▇pay this Note through the Conversion Date directly after maturity prior to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceEffective Date. (b) Subject In the event that the Holder elects to adjustment exercise its conversion rights hereunder, such conversion shall be effective when Holder shall give to the Company written notice of such election (which may be effected by facsimile). The Company shall, within two business days after receipt by the Company of notice of conversion and the Note being converted, DWAC to Holder (or, at Holder's option, deliver to Holder certificates for) the shares of Common Stock issuable on such conversion. (c) The Note shall be convertible at any time only to the extent that Holder would not as provided a result of such conversion (and after taking into account any and all other Common Stock then beneficially owned by Holder, whether pursuant to the Warrants or otherwise) beneficially own more than 4.99% of the then outstanding Common Stock. Beneficial ownership shall be defined in Section 2.1(caccordance with Rule 13d-3 under the Securities Exchange Act of 1934. The opinion of counsel to Holder shall prevail in the event of any dispute ▇▇ ▇▇e calculation of Holder's beneficial ownership. (d) hereofIf any capital ▇▇▇▇▇anization or reclassification of the common stock, or consolidation, or merger of the Company with or into another corporation, or the sale or conveyance of all or substantially all of its assets to another corporation shall be effected, then, as a condition precedent of such reorganization or sale, the Conversion Price per share Cap shall be at appropriately adjusted and the election following additional provision shall be made: The Holder of the Holder: Note shall from and after the date of such reorganization or sale have the right to receive (iin lieu of the shares of common stock of the Company immediately theretofore receivable with respect to the Note, upon the exercise of conversion rights), such shares of stock, securities or assets as would have been issued or payable with respect to or in exchange for the number of outstanding shares of such common stock immediately theretofore receivable with respect to the Note (assuming the Note were then convertible). In any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that such conversion rights (including, without limitation, provisions for appropriate adjustments) $.35 shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise thereof. (e) The Company shall take whatever action is required by NASDAQ ("Maximum Base PriceNASDAQ Action"); or (ii) seventy percent (70%) to approve the issuance of shares on conversion of the average Notes and exercise of the three lowest closing bid prices for Warrants issued to the Common Stock for Subscribers (each such term as defined in the thirty (30) trading days prior to but not including Purchase Agreement). The Company represents and warrants, and Holder acknowledges, that without taking any NASDAQ Action, the Conversion Date, maximum number of shares which will be issued on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever conversion of the foregoing Notes and exercise of the Warrants is at the time the principal trading exchange or market for the Common Stock2,000,000, issuable on a first converted-first exercised basis. Should NASDAQ Action not be completed by May 31, 1998, then until such NASDAQ Action is completed, the "Principal Market"), Company shall on demand by Holder made at any time or if times redeem any portion of the Note which Holder proposes to convert but may not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or tradedconvert because NASDAQ Action has not been completed. If the Principal Market does not report bid prices, then the closing The redemption price shall be substituted equal to 125% of the principal and/or interest proposed to be converted. The redemption price shall be payable within five business days after demand for the bid price referred to redemption is made, and shall accrue interest payable in this Section 2.1(b)(ii) when determining the Conversion Pricedemand at 11% per annum.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Purchase Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three (3) four business days from beginning on the day following the date that the Company receives the Notice of Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy one hundred and five percent (70105%) of the average of the three lowest closing bid prices price for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded, on the Closing Date (as defined in the Purchase Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty percent (80%) of the five lowest "VWAP" for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. If "VWAP" shall mean the daily volume weighted average prices of the Common Stock on the Principal Market does not report bid pricesas reported by Bloomberg, then L.P. using the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceAQR function.

Conversion Rights. The At any time prior to the Maturity Date, at the option of Holder shall have the right to convert the principal amount and interest due under this Note into Shares in its sole discretion, all or any portion of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance then outstanding Principal Amount of this Convertible Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, may be converted (the date of giving of such notice of conversion being a an "Conversion DateOptional Conversion") into fully paid a number of Common Stock (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount at a price of $.005 per share. In order to exercise the right of Optional Conversion, Holder shall surrender this Convertible Note at the principal office of Obligor and nonassessable shares shall give written notice of Class such exercise, substantially in the form of Exhibit A common stock attached hereto (the "Optional Conversion Notice"), to Obligor at such office. Such Optional Conversion shall be deemed to have been effected at the close of Borrower as such stock exists business on the date of issuance on which such Optional Conversion Notice, duly completed and executed, shall have been given as aforesaid, and, subject to the last sentence of this NoteSection 7, or any shares of capital stock of Borrower into which at such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the time such portion of the Note converted Principal Amount as is subject to such Optional Conversion shall be applied by Obligor in accordance with the foregoing. At the election full payment of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Optional Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock Shares to be issued upon each conversion in consequence of this Note the Conversion and that application shall be determined by dividing that discharge Obligor from all liability in respect of such portion of the principal Principal Amount converted, and Holder shall be deemed for all purposes to have become the holder of the Optional Conversion Shares. As promptly as practicable, but in no event later than seven (and interest7) Business Days, after an Optional Conversion, Obligor, at the election of the Holder) of the Note to be convertedits expense, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: cause (i) $.35 ("Maximum Base Price"); or the Optional Conversion Notice presented by Holder to Obligor, and any other documents necessary for such Optional Conversion to be effected, to be filed as necessary and appropriate under the laws of the state of Nevada, (ii) seventy percent (70%) Holder's name to be entered in the register of the average members of Obligor in respect of the three lowest closing bid prices Optional Conversion Shares, and (iii) to be delivered to Holder a convertible note, in form and substance identical to this Convertible Note, for the Common Stock remaining outstanding Principal Amount if such Optional Conversion was not for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever entire portion of the foregoing is at then outstanding Principal Amount. Notwithstanding any provision of this Convertible Note to the time the principal trading exchange or market for the Common Stockcontrary, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price no Optional Conversion shall be substituted for deemed to have occurred unless and until Obligor shall have complied with the bid price referred obligations set forth in the immediately preceding sentence, whereupon such Optional Conversion shall be deemed to in this Section 2.1(b)(ii) when determining have been effective as of the date the Optional Conversion PriceNotice is given to Obligor; provided, however, that no failure by Obligor to so comply with such obligations shall prohibit Holder from exercising its rights as the holder of the Optional Conversion Shares.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Purchase Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three (3) four business days from beginning on the day following the date that the Company receives the Notice of Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy eighty percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If , for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Purchase Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty percent (80%) of the average of the three lowest closing prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder (a) Subject to and upon compliance with the provisions of this Section 6, the holder of any share of Series H Preferred Stock shall have the right at such holder's option to convert the principal amount and interest due under this Note into Shares such share of the Borrower's Common Series H Preferred Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists Voting Common Stock, in each case, at the Conversion Price in effect on the date of issuance conversion. If the Series H Preferred Stock has been called for redemption, such right of this Noteconversion shall terminate at the close of business on the second Business Day prior to the date fixed for redemption; provided, or that such right of conversion shall be reinstated if and for so long as the Company shall be in default of its obligations under Section 5(d). (b) Each share of Series H Preferred Stock shall be converted into a number of shares of Voting Common Stock determined by dividing (i) the sum of the Liquidation Preference on the date of conversion plus accrued and unpaid dividends for the period from and including the most recent Dividend Payment Date through and including the date of conversion by (ii) the Conversion Price in effect on the date of conversion. (c) The holder of any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at Series H Preferred Stock may exercise the conversion price, as defined right specified in Section 2.1(b6(a) hereof (the "Conversion Price"), determined as provided herein. Upon delivery by surrendering to the Company or its transfer agent for the Series H Preferred Stock the certificate or certificates for the shares to be converted, accompanied by written notice specifying the number of a Notice shares to be converted. Conversion shall be deemed to have been effected on the date when delivery of Conversionnotice of an election to convert and certificates for shares are received by the Company. Subject to the provisions of Section 6(f)(vii), as described in Section 9 of the subscription agreement entered into between promptly as practicable thereafter, the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to or upon the Holder within three written order of such holder a certificate or certificates for the number of full shares of Voting Common Stock to which such holder is entitled and a check or cash with respect to any fractional interest in a share of Voting Common Stock, as provided in Section 6(e). (3d) Subject to the provisions of Section 6(f)(vii), the person in whose name the certificate or certificates for Voting Common Stock are to be issued shall be deemed to have become a holder of record of such Voting Common Stock immediately prior to the close of business days from on the Conversion Date that date of conversion. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series H Preferred Stock surrendered for conversion, the Company shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate covering the number of shares of Common Series H Preferred Stock for representing the unconverted portion of the Note converted in accordance with certificate so surrendered. (e) No fractional shares of Voting Common Stock shall be issued upon conversion of shares of Series H Preferred Stock. If more than one share of Series H Preferred Stock shall be surrendered for conversion at any one time by the foregoing. At same holder, the election number of full shares of Voting Common Stock issuable upon conversion thereof shall be computed on the basis of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The aggregate number of shares of Series H Preferred Stock so surrendered. Instead of any fractional shares of Voting Common Stock to that would otherwise be issued issuable upon each conversion of this Note any shares of Series H Preferred Stock, the Company shall be determined pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of a share multiplied by dividing that portion the Market Value of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceVoting Common Stock. (bf) Subject The Conversion Price shall be subject to adjustment from time to time as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricefollows.

Conversion Rights. The Holder Payee shall have the right be entitled, at any time and from time to time and in its sole discretion, to convert all or a portion of the principal amount and accrued interest due under this Note into Shares shares of the BorrowerMaker's Series C 8% Convertible Preferred Stock, $.01 par value, Stated Value $1,000 per share (the "PREFERRED STOCK") or, at the option of Payee, into the Maker's Common Stock as set forth below. 2.1(the "COMMON STOCK"). Conversion Any such conversion into Preferred Stock shall be effected at the rate of one share of Preferred Stock for each $1,000 due hereunder which Payee has elected to conve▇▇ (the "CONVERSION RATE"). If Payee elects to convert all or a portion of the principal amount and accrued interest due under this Note directly into the Borrower's Common Stock. ------------------------------------------- , the number of shares to be issued shall be calculated as if such amount had first been converted to Preferred Stock hereunder (calculated without regard to any insufficiency of authorized shares of Preferred Stock) and such resulting shares of Preferred Stock had, in turn, immediately been converted to Common Stock at a conversion price per share equal to the lowest of (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note$1.50, (b) 66.67% of the Average Price (as hereafter defined), (c) the price per share at which the Maker, after the date of giving this Allonge, issues and sells any Common Stock, or (d) where coupled with the right of the purchaser(s) thereof to demand that the Corporation register under the Securities Act of 1933 any Common Shares (not theretofore registered) for which any warrants or options may be exercised or any convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, (i) the exercise price of any such warrants or options issued by the Maker after the date of this Allonge, or (ii) the conversion rate, exchange rate or exercise price, respectively, of any such convertible, exchangeable or exercisable security issued by the Maker after the date of this Allonge, except for stock option agreements or stock incentive agreements issued pursuant to employee benefit plans. For purposes of this Paragraph 16, the term "Average Price" per share of Common Stock means the average of the closing bid prices as reported on the Nasdaq Stock Market (or if not then traded on such market, on such exchange or quotation system where such shares are then traded) for the lowest five of the twenty trading days immediately preceding the Conversion Date. Payee may elect to convert by delivering to Maker, by facsimile, telecopier or other expedient means of transmission, a notice of conversion being a "Conversion Date"stating (i) into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Noteprincipal amount and/or accrued interest to be converted, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (ii) the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Preferred Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each as a result of such conversion; and (iii) the person(s) in whose name the Preferred Stock or Common Stock is to be issued. The conversion of any portion of this Note and the resulting issuance of Preferred Stock or Common Stock shall be determined by dividing effective upon the date that Maker receives the corresponding notice of conversion, and Maker shall deliver to Payee one or more certificates evidencing such shares no later than five days following such effective date. Upon a conversion of all amounts due hereunder, Payee shall deliver the or▇▇▇▇▇l Note (including all Allonges), marked "PAID," to Maker no later than five days following the delivery to Maker of the conversion notice. In the event of a conversion of less than all amounts due hereunder, (A) no principal amount under the Note shall be deemed converted unless and until all accrued interest under the Note shall be first converted; and (B) the portion of the principal (amounts due hereunder that are so converted shall be deemed repaid. The parties shall mark on the grid attached to the Fourth Allonge to Secured Promissory Note dated May 10, 1999 the facts related to such partial conversion and interest, at shall confirm the election accuracy of the Holder) of the Note entry by signing next to be converted, by the Conversion Priceeach such entry. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance principal of this Note and then is convertible in whole or in part at any time until this Note is fully paid, prior to convert any outstanding and unpaid principal portion of this Note, and/or its payment at the Holder's election, option of the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Holder into fully paid and nonassessable shares of Class A common stock Common Stock (as hereinafter defined) at an initial conversion price of Borrower $1.00 per share (subject to adjustment as hereinafter provided). (b) In order to exercise the conversion privilege, the Holder shall surrender this Note to the Company at its principal office, accompanied by written notice to the Company that the Holder elects to convert the principal of this Note or a part thereof. The principal of this Note or the part thereof to be converted shall be deemed to have been converted as of the close of business on the day of surrender of this Note for conversion in accordance with the foregoing provisions, and at such stock exists time the rights of the Holder, as such, in respect of the part of the principal of this Note to be converted shall cease and the Holder shall be treated for all purposes as the record holder of the Common Stock issuable upon conversion. As promptly as practicable (but in no event more than three business days) after such conversion, the Company (i) shall issue a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with, in the event the principal of this Note is being converted in part only, a new Note representing the principal amount hereof which shall not have been converted bearing interest from the date to which interest on such unconverted principal amount has been paid under the Note surrendered, and (ii) shall pay to the Holder all unpaid interest accrued to the conversion date on the principal amount of this Note or part thereof which shall have been converted. (c) The above provisions are, however, subject to the following: (i) The conversion price shall, from and after the date of issuance of this Note, be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the conversion price, the Holder shall thereafter be entitled to receive the number of shares obtained by multiplying the conversion price in effect immediately prior to such adjustment by the number of shares issuable pursuant to conversion immediately prior to such adjustment, and dividing the product thereof by the conversion price resulting from such adjustment. (ii) Except for (A) the grant of options to purchase Common Stock to employees or directors of the Company, consultants to the Company, or the Company's employee stock purchase plan, as approved from time to time by the Board of Directors of the Company or a committee thereof, and the issuance of shares of Common Stock pursuant to the exercise of such options, and (B) the issuance of shares of Common Stock pursuant to the exercise of options or warrants outstanding prior to the original issuance of this Note that were approved by the Board of Directors or a committee thereof, if and whenever the Company shall issue or sell any shares of its Common Stock for a consideration per share less than the conversion price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the conversion price shall be reduced to such lesser price. No such adjustment of the conversion price, however, shall be made in an amount less than 2% of the conversion price in effect on the date of such adjustment, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any such adjustment so carried forward, shall be an amount equal to or greater than 2% of the conversion price then in effect. In addition, if the market price (determined in the manner provided under clause (xi) of this paragraph 2(c)) as of the close of business on October 31, 2001 is below the conversion price in effect immediately prior to such time, then, at such time, the conversion price shall be reduced to such market price. Notwithstanding the foregoing provisions of this clause (ii), until the receipt of approval by the shareholders of the Company, by the vote required under Section 4350(i) of the National Association of Securities Dealers Manual & Notice to Members, of such provisions, any adjustment of the conversion price pursuant to such provisions shall be made only to the extent such adjustment would not result in the reduction of the conversion price to an amount less than $0.74. Any adjustment that would have otherwise been made pursuant to the foregoing provisions of this clause (ii) but for the provisions of the immediately preceding sentence, will be made retroactively immediately upon the receipt of the shareholder approval specified in the immediately preceding sentence. (iii) For the purposes of paragraph (ii), the following provisions (A) to (E), inclusive, shall also be applicable: (A) In case at any time the Company shall grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, (1) Common Stock or (2) any obligations or any shares of capital stock of Borrower the Company which are convertible into which or exchangeable for Common Stock (any of such obligations or shares of stock shall hereafter be changed or reclassified (the being hereinafter called "Common StockConvertible Securities") at whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights or options or upon conversion priceor exchange of such Convertible Securities (determined by dividing (aa) the total amount, if any, received or receivable by the Company as defined in Section 2.1(b) hereof (consideration for the "Conversion Price")granting of such rights or options, determined as provided herein. Upon delivery plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of a Notice such rights or options, plus, in the case of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating such rights or options which relate to this Note (the "Subscription Agreement")Convertible Securities, the terms minimum aggregate amount of which are incorporated herein additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by this reference, of (bb) the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the conversion price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share. Except as provided in clause (vi) below, no further adjustments of the conversion price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. (B) In case the Company shall issue or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (aa) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bb) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the conversion price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for such price per share, provided that (1) except as provided in clause (vi) below, no further adjustments of the conversion price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities, and (2) if any such issue or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the conversion price have been or are to be made pursuant to other provisions of this clause (iii), no further adjustment of the conversion price shall be made by reason of such issue or sale. (C) In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the Company, without deducting therefrom of any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the Note converted in accordance with the foregoing. At the election assets and business of the Holdernon-surviving corporation or corporations as such Board shall determine to be attributable to such Common Stock, Convertible Securities, rights or options, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any other corporation, the Company will deliver accrued but unpaid interest shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the Note through basis of the Conversion Date directly actual exchange ratio on which the transaction was predicated and for a consideration equal to the Holder fair market value on the date of such transaction of such stock or before securities of the Delivery Date other corporation, and if any such calculation results in adjustment of the conversion price, the determination of the number of shares of Common Stock issuable upon conversion immediately prior to such merger, conversion or sale, for purposes of clause (vii) below, shall be made after giving effect to such adjustment of the conversion price. (D) In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution payable in Common Stock or in Convertible Securities, or in any rights or options to purchase any Common Stock or Convertible Securities, or (2) to subscribe for or purchase Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such rights of subscription or purchase, as defined in the Subscription Agreement). case may be. (E) The number of shares of Common Stock to be issued upon each conversion outstanding at any given time shall not include shares owned or held by or for the account of this Note the Company, and the disposition of any such shares shall be determined by dividing that portion considered an issue or sale of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty purposes of this clause (30iii). (iv) trading days In case the Company shall (A) declare a dividend upon the Common Stock payable in Common Stock (other than a dividend declared to effect a subdivision of the outstanding shares of Common Stock, as described in clause (v) below) or Convertible Securities, or in any rights or options to purchase Common Stock or Convertible Securities, or (B) declare any other dividend or make any other distribution upon the Common Stock payable otherwise than out of earnings or earned surplus, then thereafter the Holder upon the conversion hereof will be entitled to receive the number of shares of Common Stock to which the Holder shall be entitled upon such conversion, and, in addition and without further payment therefor, each dividend described in subclause (A) above and each dividend or distribution described in subclause (B) above which the Holder would have received by way of dividends or distributions if, continuously since the Holder became the record holder of this Note, the Holder (1) had been the record holder of the number of shares of Common Stock then received, and (2) had retained all dividends or distributions in stock or securities (including Common Stock or Convertible Securities, and any rights or options to purchase any Common Stock or Convertible Securities) payable in respect of such Common Stock or in respect of any stock or securities paid as dividends or distributions and originating directly or indirectly from such Common Stock. For the purposes of the foregoing, a dividend or distribution other than in cash shall be considered payable out of earnings or earned surplus only to the extent that such earnings or earned surplus are charged an amount equal to the fair value of such dividend or distribution as determined by the Board of Directors of the Company. (v) In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the conversion price in effect immediately prior to but not including such subdivision shall be proportionately reduced, and conversely, in case the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American outstanding shares of Common Stock Exchange or New York Stock Exchange (whichever of the foregoing is Company shall be combined into a smaller number of shares, the conversion price in effect immediately prior to such combination shall be proportionately increased. (vi) If (A) the purchase price provided for in any right or option referred to in clause (iii)(A) above, or (B) the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities referred to in clause (iii)(A) or (iii)(B) above, or (C) the rate at which any Convertible Securities referred to in clause (iii)(A) or (iii)(B) above are convertible into or exchangeable for Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), the conversion price then in effect shall forthwith be increased or decreased to such conversion price which would have obtained had the adjustments made upon the issuance of such rights, options or Convertible Securities been made upon the basis of (1) the issuance of the number of shares of Common Stock theretofore actually delivered upon the exercise of such options or rights or upon the conversion or exchange of such Convertible Securities, and the total consideration received therefor, and (2) the issuance at the time the principal trading exchange of such change of any such options, rights or market Convertible Securities then still outstanding for the Common Stockconsideration, if any, received by the Company therefor and to be received on the basis of such changed price; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, the "Principal Market"), conversion price then in effect hereunder shall forthwith be increased to such conversion price which would have obtained had the adjustments made upon the issuance of such rights or if not then trading on a Principal Market, such other principal market options or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.Convertible Securities been made up

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of Upon Shareholder Approval, this Note and then at any time until this Note is fully paid, to shall automatically convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") next Business Day into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Stock. The number of shares of Common Stock to be issued issuable upon each conversion of this Note under this Section 3(a) shall be determined by dividing that portion equal (i) the outstanding amount of principal and accrued interest due under this Note as of the principal date of conversion, divided by (and interest, at the election of the Holderii) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided the limitations set forth in Section 2.1(c) hereof3(f), the Conversion Price per share shall principal balance and accrued interest due on this Note, in whole or in part, may be converted at any time prior to the Maturity Date at the election option of the Holder: Holder into shares of Common Stock. The number of shares of Common Stock issuable upon conversion of this Note under this Section 3(a) shall equal (i) $.35 the outstanding amount of principal and accrued interest due under this Note that the Holder elects to convert, divided by ("Maximum Base ii) the Conversion Price". (c) Upon conversion of this Note pursuant to Section 3(a); , the applicable amount of outstanding principal and accrued interest of the Note shall be converted without any further action by the Holder and whether or not the Note is surrendered to the Company or its transfer agent. In order to exercise the conversion privilege pursuant to Section 3(b), the Holder shall surrender this Note to the Company, accompanied by written notice of conversion in the form attached hereto as Exhibit A (or such other notice as is acceptable to the Company) that the Holder elects to convert this Note. At the effective time of any conversion, the rights of the Holder as a holder of this Note shall cease (except with respect to the right of the Holder to receive a new note of like tenor for the unconverted principal amount of this Note if the Holder has elected pursuant to Section 3(b) to convert only a portion of the outstanding principal amount of this Note), and the person(s) or entity(ies) entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. Upon a conversion pursuant to Section 3, the Company shall instruct its transfer agent to issue the shares of Common Stock issuable upon conversion in book-entry form pursuant to instructions provided by the Holder to the Company. If the Holder has elected to convert only a portion of the principal amount outstanding on this Note, the Company shall also issue to the Holder a new Note of like tenor representing the balance of the unconverted principal portion of this Note. (d) Upon the conversion of all amounts due Holder in accordance with this terms of this Note, this Note shall be cancelled and no further amounts shall be due hereunder. Any full or partial conversion by the Holder shall have no impact on the Warrant issued pursuant to the Purchase Agreement concurrently herewith. (e) The Company shall not issue fractional shares upon conversion of the Note but shall pay in cash the portion of the amount of this Note that cannot be converted into a whole share. (f) Notwithstanding anything in this Note to the contrary, without Shareholder Approval, the Note may not be converted in whole or in part, as applicable, into shares of Common Stock if such conversion would result in the Holder (either individually or as part of a group) owning, or having a right to acquire, the greater of (i) 17.50% of the outstanding shares of the Company's Common Stock or (ii) seventy percent (70%) such number of shares that would cause a “change in control” under the applicable rules of the average of the three lowest closing bid prices for the Common Nasdaq Stock for the thirty (30) trading days prior to but Market. The Holder acknowledges and agrees that if Shareholder Approval is not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is obtained at the time the principal trading exchange or market for the Common StockShareholder Meeting, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price Holder shall be substituted for subject to the bid price referred to ownership limitations set forth in this Section 2.1(b)(ii3(f). (g) when determining Upon receipt by the Conversion PriceCompany of evidence of the loss, theft, destruction or mutilation of this Note, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of this Note, if mutilated, the Company shall execute and deliver to the Holder a new Note identical in all respects to this Note. (h) Without the prior written consent of such Holder, neither the principal amount nor any interest accrued on this Note may be prepaid by the Company.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have may convert the right from and after 120 days after the issuance outstanding principal amount of this Amended and Restated Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal (or a portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date"outstanding principal amount as provided in Section 4(c)) into fully paid and nonassessable shares of Class A common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified Company (the "Common StockConversion Shares") at any time, and from time to time, prior to the time the outstanding principal amount of this Amended and Restated Note is paid in full (subject to the notice periods and conversion rights related thereto described elsewhere in this Amended and Restated Note), at the Conversion Price (defined below) then in effect (collectively, the "Conversion Rights"); provided, however, that if the closing price of the Company's Common Stock as quoted on Nasdaq on the Closing Date is greater than $12.00 per share, then the Holder will be precluded from exercising the conversion price, as defined in Section 2.1(b) hereof rights under this Amended and Restated Note until the first anniversary date of this Amended and Restated Note. The initial per share conversion price (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company ) shall be Fifteen and Holder relating to this Note no/100 Dollars (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement$15.00). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject Price is subject to adjustment as provided in Section 2.1(c5. (b) hereofThe provisions of this Amended and Restated Note that apply to conversion of the outstanding principal amount of this Amended and Restated Note also apply to a partial conversion of this Amended and Restated Note. The Holder is not entitled to any rights of a holder of Conversion Shares until the Holder has converted this Amended and Restated Note (or a portion thereof) into Conversion Shares, and only to the extent that this Amended and Restated Note is deemed to have been converted into Conversion Shares under this Section 4. (c) To convert all or a portion of this Amended and Restated Note, the Holder must (a) complete and sign a notice of election to convert substantially in the form of Exhibit I hereto (each, a "Conversion Price per share Notice"), (b) surrender this Amended and Restated Note to the Company, and (c) furnish appropriate endorsements or transfer documents if required by the Company. The date on which the Holder satisfies all of such requirements is the conversion date (the "Conversion Date"). As soon as practicable, and in any event within ten (10) business days after the Conversion Date, the Company will deliver, or cause to be delivered, to the Holder a certificate for the number of whole Conversion Shares issuable upon such conversion and a check for any fractional Conversion Share determined pursuant to Section 4(d). The person in whose name the certificate for Conversion Shares is to be registered shall become the stockholder of record on the Conversion Date and, as of the Conversion Date, the rights of the Holder as to this Amended and Restated Note shall cease as to the portion thereof so converted; provided, however, that no surrender of a Amended and Restated Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive the Conversion Shares upon such conversion as the stockholder of record of such Conversion Shares on such date, but such surrender shall be effective to constitute the person entitled to receive such Conversion Shares as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the election Conversion Price in effect on the date that this Amended and Restated Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. In the case of a partial conversion of this Amended and Restated Note, upon such conversion, the Company shall execute and deliver to the Holder, at the expense of the Company, a new Amended and Restated Note in an aggregate principal amount equal to the unconverted portion of the principal amount. (d) No fractional Conversion Shares shall be issued upon exercise of the Conversion Rights. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion of this Amended and Restated Note, the Company shall calculate and pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Conversion Price at the close of business on the Conversion Date. (e) The issuance of certificates for Conversion Shares upon exercise of any of the Conversion Rights shall be made without charge to the Holder for such certificates or for any tax in respect of the issuance of such certificates, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder; provided, however, that in the event that certificates for Conversion Shares are to be issued in a name or names other than the name of the Holder: (i) $.35 ("Maximum Base Price"), such Amended and Restated Note, when surrendered for conversion, shall be accompanied by an instrument of transfer, in form satisfactory to the Company, duly executed by the Holder or his duly authorized attorney; and provided further, moreover, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name or (ii) seventy percent (70%) names other than that of the average Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the three lowest closing bid prices Company that such tax has been paid or is not applicable. (f) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Amended and Restated Note, the full number of Conversion Shares then issuable upon the conversion in full of this Amended and Restated Note. If the Company or an affiliate of the Company shall at any time after the date hereof and prior to the conversion of this Amended and Restated Note in full issue any rights to subscribe for shares of Common Stock for or any other securities of the thirty (30) trading days prior Company or of such affiliate to but not including all the stockholders of the Company, the Holder of the unconverted portion of this Amended and Restated Note shall be entitled, in addition to the shares of Common Stock or other securities receivable upon the Conversion Datethereof, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is to receive such rights at the time such rights are distributed to the principal trading exchange or market for other stockholders of the Common StockCompany, the "Principal Market"), or if not then trading to be calculated on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricean as-converted basis.

Conversion Rights. The Holder Only after all amounts due under the Credit Agreement have been fully paid, each holder of shares of Series C shall have the right right, at such holder's option, to convert the principal amount and interest due under this Note all, but not less than all, such shares into Shares shares of Common Stock of the Borrower's Common Stock as set forth below. 2.1. Conversion into Corporation at any time following the Borrower's Common Stock. -------------------------------------------third anniversary date, and subject to the following terms and conditions: (a) The Holder Series C shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or be convertible at the Holder's electionprincipal office of the Corporation, and at such other office or offices, if any, as the interest accrued on the NoteBoard of Directors may designate, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of Class A common stock of Borrower (calculated as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the to each conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company nearest 1/100th of a Notice share) of Conversion, as described in Section 9 Common Stock of the subscription agreement entered Corporation into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that a number of shares of Common Stock for computed by dividing (1) the portion product of (A) the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock Series C to be issued upon each converted and (B) 22 by (2) the conversion of this Note shall be price, determined by dividing that portion of the principal (and interestas hereinafter provided, in effect at the election time of the Holder) of the Note to be converted, by the Conversion Priceconversion. (b) Subject to adjustment The price at which shares of Common Stock shall be delivered upon conversion of the shares of Series C shall initially be $0.50 (herein called the "conversion price") per share of Common Stock. The conversion price shall be adjusted in certain instances as provided in Section 2.1(cparagraph (e) hereofbelow. (c) In order to convert shares of Series C into Common Stock the holder thereof shall surrender at the office or offices hereinabove mentioned the certificate or certificates therefor, duly endorsed or assigned to the Conversion Price per share Corporation or in blank, and give written notice to the Corporation at said office or offices that such holder elects to convert such shares. Shares of Series C surrendered for conversion during the period from the close of business on any record date for the payment of a dividend on the shares of Series C to the opening of business on the date for payment of such dividend shall (except in the case of shares of Series C which have been called for redemption on a redemption date within such period) be accompanied by a payment of an amount equal to the dividend payable on such dividend payment date on the shares of Series C being surrendered for conversion. Except as provided in the preceding sentence, no payment or adjustment shall be at made upon any conversion on account of any unpaid or accrued dividends on the election shares of the Holder: (i) $.35 ("Maximum Base Price"); Series C surrendered for conversion or (ii) seventy percent (70%) on account of the average of the three lowest closing bid prices for any dividends on the Common Stock issued upon conversion. Shares of Series C shall be deemed to have been converted immediately prior to the close of business on the day of the surrender of the certificates for such shares for conversion in accordance with the foregoing provisions, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Corporation shall issue and deliver at such office a certificate or certificates for the thirty number of full shares of Common Stock issuable upon such conversion, together with payment in lieu of any fraction of a share, as hereinafter provided, to the person or persons entitled to receive the same. (30d) trading days prior No fractional shares of Common Stock shall be issued upon conversion of shares of Series C, but, instead of any fraction of a share which would otherwise be issuable, the Corporation shall pay cash in respect of such fraction in an amount equal to but the same fraction of the Closing Price (as hereinafter defined) on the date on which the certificate or certificates for such shares were duly surrendered for conversion, or, if such date is not including the Conversion Datea Trading Day (as hereinafter defined), on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange next Trading Day. (whichever e) The conversion price and the number and kind of shares of capital stock of the foregoing is at Corporation issuable on conversion of the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shares of Series C shall be substituted for the bid price referred adjusted from time to in this Section 2.1(b)(ii) when determining the Conversion Price.time as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 eighty ("Maximum Base Price"); or (ii) seventy percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty percent (80%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1 (b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock Stock, $.00001 par value per share ("Common Stock") as set forth below. 2.1. 2.1 Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after six months from the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election, election of the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note and interest to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 .005 ("Maximum Base Price"); ) or (ii) seventy fifty percent (7050%) of the average of the three lowest closing bid prices price for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market") for the thirty (30) trading days prior to but not including the Conversion Date. Closing bid price shall mean the last closing bid price as reported by Bloomberg Financial. (c) The Maximum Base Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 eighty ("Maximum Base Price"); or (ii) seventy percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty percent (80%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2. 1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The (a) Any Class A Interest Holder shall have the right to convert all or any portion of its Class A Interest into HP Shares (the principal amount and interest due under this Note into Shares "Conversion Right"). In the event that any Class A Interest Holder wishes to exercise its Conversion Right, it shall so notify the General Partner in writing (the "Conversion Notice"), specifying the percentage of the Borrower's Common Stock as set forth below. 2.1Class A Interest that it wishes to convert. Conversion into the Borrower's Common Stock. ------------------------------------------- Within ten (a10) The Holder shall have the right from and after 120 days after the issuance receipt of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, a Conversion Notice (the date of giving of such notice of conversion being a "Conversion Date"), the General Partner will issue and deliver to the holder, on the holder's written order, a certificate or certificates representing the number of full HP Shares issuable upon the conversion of the specified portion of the Class A Interest. Any fractional HP Shares arising upon a conversion will be settled as provided in paragraph (e) into of this Section 10.06. Each conversion will be deemed to have been effected on the Conversion Date and the person in whose name a certificate for HP Shares is to be issued upon a conversion will be deemed to have become the holder of record of the HP Shares represented by that certificate at such effective time. All HP Shares delivered upon conversion of all or any portion of the Class A Interest will, upon delivery, be duly and validly issued and fully paid and nonassessable shares nonassessable, free of all liens and charges and not subject to any preemptive rights. The portion of the Class A common stock Interest so converted will no longer be deemed to be outstanding and all rights of Borrower the holder with respect to that portion so converted will immediately terminate, except the right to receive the HP Shares and any Accrued Return. (b) Upon conversion, the holder of the Class A Interest so converted will receive that number of HP Shares as shall equal the percentage of the Class A Interest originally issued hereby represented by such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at Class A Interest so converted times $35,000,000 divided by the conversion price, which will initially be $21.00 and will be adjusted as defined in Section 2.1(b) hereof follows from time to time if any of the events described below occurs (the "Conversion Price")): (i) If the General Partner: (x) pays a dividend or makes a distribution on HP Shares in HP Shares; (y) subdivides the outstanding HP Shares into a greater number of HP Shares; or (z) combines the outstanding HP Shares into a smaller number of HP Shares, determined as provided herein. Upon delivery the Conversion Price in effect immediately prior to that event will be adjusted so that the Company holder of all or a Notice of Conversion, as described in Section 9 portion of the subscription agreement entered into between Class A Interest to be converted after that event will receive the Company and Holder relating to this Note (the "Subscription Agreement"), the terms number of HP Shares which are incorporated herein by this reference, such holder would have received as a result of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for event if the portion of the Note Class A Interest to be converted had been converted immediately before the happening of such event (or, if there is more than one such event, if the portion of the Class A Interest to be converted had been converted immediately before the first of those events and the holder had retained all the HP Shares or other securities or assets received after the conversion). An adjustment made pursuant to this Section 10.6(b)(i) will become effective immediately after the record date in the case of a dividend or distribution, and will become effective immediately after the effective date in the case of a subdivision or combination. If such dividend or distribution is declared but is not paid or made, the Conversion Price then in effect will be appropriately readjusted. However, a readjustment of the Conversion Price will not affect any conversion which takes place before the readjustment. (ii) If the General Partner issues rights or warrants to the holders of the HP Shares as a class entitling them to subscribe for or purchase HP Shares at a price per share less than the Conversion Price in effect on the record date for the determination of shareholders entitled to receive the rights or warrants, the Conversion Price in effect immediately before the issuance of the rights or warrants will be reduced in accordance with the foregoing. At the election of the Holderequation set forth on Exhibit C hereto, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)which is hereby incorporated by reference herein. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.10.6(b)

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 eighty ("Maximum Base Price"); or (ii) seventy percent (7080%) of the average of the three ten lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty percent (80%) percent of the average of the ten lowest closing bid prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have may convert the right from and after 120 days after the issuance outstanding principal amount of this Amended and Restated Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal (or a portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date"outstanding principal amount as provided in Section 4(c)) into fully paid and nonassessable shares of Class A common stock Common Stock of Borrower as such stock exists on the date of issuance Company (the “Conversion Shares”) at any time prior to the time the outstanding principal amount of this Amended and Restated Note is paid in full (subject to the notice periods and conversion rights related thereto described elsewhere in this Amended and Restated Note), or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as Conversion Price (defined below) then in Section 2.1(b) hereof effect (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement")collectively, the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the “Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription AgreementRights”). The number of shares of Common Stock to be issued upon each initial per share conversion of this Note price (the “Conversion Price”) shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the $15.00. The Conversion Price. (b) Subject Price is subject to adjustment as provided in Section 2.1(c5. (b) hereofThe provisions of this Amended and Restated Note that apply to conversion of the outstanding principal amount of this Amended and Restated Note also apply to a partial conversion of this Amended and Restated Note. The Holder is not entitled to any rights of a holder of Conversion Shares until the Holder has converted this Amended and Restated Note (or a portion thereof) into Conversion Shares, and only to the extent that this Amended and Restated Note is deemed to have been converted into Conversion Shares under this Section 4. (c) To convert all or a portion of this Amended and Restated Note, the Holder must (a) complete and sign a notice of election to convert substantially in the form of Exhibit I hereto (each, a “Conversion Price per share Notice”), (b) surrender the Note to the Company, and (c) furnish appropriate endorsements or transfer documents if required by the Company. The date on which the Holder satisfies all of such requirements is the conversion date (the “Conversion Date”). As soon as practicable, and in any event within 10 business days after the Conversion Date, the Company will deliver, or cause to be delivered, to the Holder a certificate for the number of whole Conversion Shares issuable upon such conversion and a check for any fractional Conversion Share determined pursuant to Section 4(d). The person in whose name the certificate for Conversion Shares is to be registered shall become the stockholder of record on the Conversion Date and, as of the Conversion Date, the rights of the Holder as to this Amended and Restated Note shall cease as to the portion thereof so converted; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive the Conversion Shares upon such conversion as the stockholder of record of such Conversion Shares on such date, but such surrender shall be effective to constitute the person entitled to receive such Conversion Shares as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the election Conversion Price in effect on the date that this Amended and Restated Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. In the case of a partial conversion of this Amended and Restated Note, upon such conversion, the Company shall execute and deliver to the Holder, at the expense of the Company, a new Note in an aggregate principal amount equal to the unconverted portion of the principal amount. (d) No fractional Conversion Shares shall be issued upon exercise of the Conversion Rights. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion of this Amended and Restated Note, the Company shall calculate and pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Conversion Price at the close of business on the Conversion Date. (e) The issuance of certificates for Conversion Shares upon exercise of any of the Conversion Rights shall be made without charge to the Holder for such certificates or for any tax in respect of the issuance of such certificates, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder; provided, however, that in the event that certificates for Conversion Shares are to be issued in a name or names other than the name of the Holder: (i) $.35 ("Maximum Base Price"), such Note, when surrendered for conversion, shall be accompanied by an instrument of transfer, in form satisfactory to the Company, duly executed by the Holder or his duly authorized attorney; and provided further, moreover, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name or (ii) seventy percent (70%) names other than that of the average Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the three lowest closing bid prices Company that such tax has been paid or is not applicable. (f) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Amended and Restated Note, the full number of Conversion Shares then issuable upon the conversion in full of this Amended and Restated Note. The Company hereby grants Holder piggyback registration rights as more particularly set forth in the Purchase Agreement and the Registration Rights Agreement entered into pursuant thereto. (g) If the Company or an affiliate of the Company shall at any time after the date hereof and prior to the conversion of the Note in full issue any rights to subscribe for shares of Common Stock for or any other securities of the thirty (30) trading days prior Company or of such affiliate to but not including all the stockholders of the Company, the Holder of the unconverted portion of the Note shall be entitled, in addition to the shares of Common Stock or other securities receivable upon the Conversion Datethereof, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is to receive such rights at the time such rights are distributed to the principal trading exchange or market for other stockholders of the Common StockCompany, the "Principal Market"), or if not then trading to be calculated on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricean as-converted basis.

Conversion Rights. The Holder Holders shall have the right at any time, beginning ____________ through the close of business on ____________ (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the redemption date), at their option, to cause the Conversion Agent to convert the principal amount and interest due under this Note into Shares Securities, on behalf of the Borrower's Common Stock as set forth below. 2.1. Conversion converting Holders, into [other securities] in the Borrower's Common Stock. -------------------------------------------manner described herein on and subject to the following terms and conditions: (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or Securities will be convertible or exchangeable at the Holder's election, office of the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Agent into fully paid and nonassessable shares [other securities] pursuant to the Holder's direction to the Conversion Agent [in the form of Class A common stock Exhibit ___ hereto] to exchange such Securities for a portion of Borrower as such stock exists the Debentures theretofore held by the Trust on the date basis of issuance one Security per $____ principal amount of this NoteDebentures, or any shares and immediately convert such amount of capital stock Debentures into fully paid and nonassessable [other securities] at an initial rate of Borrower into _______________ per $________ principal ANNEX I-6 amount of Debentures (which such stock shall hereafter be changed or reclassified is equivalent to a conversion price of $ ____per [other Sponsor security], subject to certain adjustments set forth in Article XIII of the Indenture (the "Common Stock") at the conversion priceas so adjusted, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject In order to adjustment as provided in Section 2.1(c) hereof, convert Securities into [other securities] the Holder shall submit to the Conversion Price per share shall be Agent at the election office referred to above an irrevocable request to convert Securities on behalf of such Holder (the "Conversion Request"), together, if the Securities are in certificated form, with such certificates. The Conversion Request shall (i) set forth the number of Securities to be converted and the name or names, if other than the Holder, in which the [other securities] should be issued and (ii) direct the Conversion Agent to (A) exchange such Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in the preceding paragraph); and (B) to immediately convert such Debentures on behalf of such Holder into [other securities] (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Trust of the Holder: 's election to exchange Securities for a portion of the Debentures held by the Trust (ia "Notice of Conversion") $.35 and the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Sponsor of the Holder's election to convert such Debentures into [other securities]. Holders at the close of business on a Distribution record date will be entitled to receive the Distribution payable on such Securities on the corresponding Distribution payment date notwithstanding the conversion of such Securities following such record date but prior to such distribution payment date. Except as provided above, neither the Trust nor the Sponsor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the [other securities] issued upon such conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day on which a Notice of Conversion relating to such Securities is received by the Trust in accordance with the foregoing provision (the "Maximum Base PriceConversion Date"); . The Person or (ii) seventy percent (70%) Persons entitled to receive [other securities] issuable upon conversion of the average Debentures shall be treated for all purposes as the record holder or holders of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including such [other securities] at such time. As promptly as practicable on or after the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever Sponsor shall issue and deliver at the office of the foregoing is at the time the principal trading exchange Conversion Agent a certificate or market certificates for the Common Stocknumber of full [other securities] issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the Notice of Conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (c) Each Holder of a Security by his acceptance thereof appoints the Property Trustee as "Conversion Agent" for the purpose of effecting the conversion or exchange of Securities in accordance with this Section. In effecting the conversion or exchange and transactions described in this Section, the "Principal Market"Conversion Agent shall be acting as agent of the Holders directing it to effect such conversion or exchange transactions. The Conversion Agent is hereby authorized (i) to exchange Securities from time to time for Debentures held by the Trust in connection with the conversion or exchange of such Securities in accordance with this Section; and (ii) to convert all or a portion of the Debentures into [other securities] and thereupon to deliver such [other securities] in accordance with the provisions of this Section and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount. (d) No fractional [other securities] will be issued as a result of conversion or exchange, but in lieu thereof, such fractional interest will be paid in cash by the Sponsor to the Conversion Agent, which in turn will make such payment to the Holder or Holders so converted. (e) The Sponsor shall at all times reserve and keep available out of its authorized and unissued [other securities], solely for issuance upon the conversion or exchange of the Debentures, free from any preemptive or other similar rights, such number of [other securities] as shall from time to time be issuable upon the conversion or exchange of all the Debentures then outstanding. Notwithstanding the foregoing, the Sponsor shall be entitled to deliver upon conversion or exchange of Debentures, [other securities] reacquired and held in the treasury of the Sponsor (in lieu of the issuance of authorized and unissued [other securities]), so long as any such treasury shares are free and clear of all liens, charges, security interests or if not then trading on a Principal Market, such encumbrances. Any [other principal market securities] issued upon conversion or exchange where of the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price Debentures shall be substituted duly authorized, validly issued and fully paid and nonassessable. The Trust shall deliver the [other securities] received upon conversion or exchange of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of the bid price referred Sponsor and the Trust shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of [other securities], in order to enable the Sponsor to lawfully issue [other securities] to the Trust upon conversion or exchange of the Debentures and the Trust to lawfully deliver [other securities] to each Holder upon conversion or exchange of the Securities. (f) The Sponsor will pay any and all taxes that may be payable in respect of the issue or delivery of the [other securities] on conversion or exchange of Debentures and the delivery of the [other securities] by the Trust upon conversion or exchange of the Securities. The Sponsor shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of the [other securities] in a name other than that in which the Securities so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Trust the amount of any such tax, or has established to the satisfaction of the Trust that such tax has been paid. (g) Nothing in the preceding paragraph (f) shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Securities, this Section 2.1(b)(ii) when determining Annex I to the Conversion PriceTrust Agreement or the Trust Agreement or otherwise require the Property Trustee or the Trust to pay any amounts on account of such withholdings.]

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.13.1. Conversion into the Borrower's Common Stock. -------------------------------------------. (a) The To the extent that Advances have been made hereunder, the Holder shall have the right right, but not the obligation, from and after 120 days after the issuance of this Note date hereof, and then at any time until this Note is fully paidthe Maturity Date, to convert any outstanding and unpaid the principal portion of this Note, the Advances made hereunder and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") and fees due and payable into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, Conversion Price as defined below. In the event that the Holder elects to convert this Note into Common Stock (to the extent permitted herein), the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower and such Notice of Conversion shall provide a breakdown in Section 2.1(breasonable detail of the amount of Note principal, interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Advances, interest and fees as entered in its records and shall provide written notice thereof to the Borrower within 2 business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the shares of the Common Stock issuable upon conversion of the Note to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date") if there is a then effective registration statement covering the resale of such shares to be issued upon such conversion and the Borrower's transfer agent is able to transfer such shares via DWAC. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the shares of Common Stock issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary. (b) The Conversion Price per share shall be $2.50] (the "Conversion Price"); provided, determined as provided herein. Upon delivery however that for every $1.5 million of conversions made hereunder, the Conversion Price thereafter shall be adjusted to equal 103% of the average closing price for the thirty days prior to the Company of a Notice of Conversion, as described in Section 9 last day of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of period during which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)such $1.5 million has been converted. The number of shares of Common Stock Conversion Price is subject to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to further adjustment as provided in Section 2.1(c3.1(e) hereof. If after the Default Notice Period (as defined below) the Borrower has not repaid in full the amounts then due hereunder or cured the Event of Default, then the Conversion Price per share shall be at reduced and shall be equal to the election lower of the Holder: (i) $.35 ("Maximum Base the Conversion Price"); or (ii) seventy eighty percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such any securities exchange or other principal securities market or exchange where on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) 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 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 held by such holder and 4.99% of the outstanding shares of Common Stock of the Borrower. If For the Principal Market does not report bid pricespurposes of the immediately preceding sentence, then the closing price beneficial ownership shall be substituted for determined in accordance with Section 13(d) of the bid price referred to Exchange Act and Regulation 13d-3 thereunder. The Holder may void the conversion limitation described in this section upon 75 days prior notice to the Borrower or upon an Event of Default hereunder. (d) The Borrower understands that a delay in the delivery of the shares of Common Stock in the form required pursuant to this Article beyond the Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Borrower agrees to pay late payments to the Holder for late issuance of the such shares in the form required pursuant to the Note upon conversion of the Note, in the amount equal to greater of (i) $200 per business day after the Delivery Date and (ii) the Holder's actual damages from such delayed delivery (provided that such actual damages are not a result of the Holder or any of its affiliates engaging in short sales of the Company's Common Stock). The Borrower shall pay any payments incurred under this Section 2.1(b)(iiwithin ten (10) when determining business days from demand therefor and, in the case of actual damages, accompanied by reasonable documentation from the Holder of the amount of such damages. (e) The Conversion Price.Price and number and kind of shares or other securities to be issued upon conversion shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows):

Conversion Rights. The Holder Holders of Securities shall have the right at any time prior to the Business Day immediately preceding the date of repayment of such Securities, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Special Event), at their option, to cause the Conversion Agent to convert the principal amount and interest due under this Note into Shares Securities, on behalf of the Borrower's converting Holders, into shares of Common Stock as set forth below. 2.1. Conversion into of the Borrower's Common Stock. -------------------------------------------Company in the manner described herein on and subject to the following terms and conditions: (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or Securities will be convertible at the Holder's election, office of the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Agent into fully paid and nonassessable shares of Class A common stock Common Stock of Borrower as the Company pursuant to the Holder's direction to the Conversion Agent to exchange such stock exists Securities for a portion of the Debentures theretofore held by the Trust on the date basis of issuance one Security per $50 principal amount of this NoteDebentures, or any and immediately convert such amount of Debentures into fully paid and nonassessable shares of capital stock Common Stock of Borrower into the Company at an initial conversion rate of 1.739 shares of Common Stock of the Company per $50 principal amount of Debentures (which such stock shall hereafter be changed or reclassified is equivalent to a conversion price of $28.75 per share of Common Stock of the Company, subject to certain adjustments set forth in the terms of the Debentures (the "Common Stock") at the conversion priceas so adjusted, as defined in Section 2.1(b) hereof (the "Conversion Price")). In addition, determined as provided herein. Upon delivery subject to the provisions of Section 1309 of the Indenture, in case the Company of shall, by dividend or otherwise, declare or make a Notice of Conversion, as described distribution on its Common Stock referred to in Section 9 1303(c) or 1303(d) of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement")Indenture, the terms of which are incorporated herein by this reference, Holder of the Holder's written request Securities, upon the conversion thereof, shall also be entitled to receive for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares each share of Common Stock for of the Company into which the Securities are converted, the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of such Common Stock Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to be issued upon each conversion one share of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceCommon Stock. (b) Subject In order to convert Securities into Common Stock of the Company the Holder shall submit to the Conversion Agent at the office referred to above an irrevocable request to convert Securities on behalf of such Holder (the "Conversion Request"), together, if the Securities are in certificated form, with such certificates. The Conversion Request shall (i) set forth the number of Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock of the Company should be issued and (ii) direct the Conversion Agent (a) to exchange such Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures on behalf of such Holder, into Common Stock of the Company (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Trust of the Holder's election to exchange Securities for a portion of the Debentures held by the Trust and the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Company of the Holder's election to convert such Debentures into shares of Common Stock of the Company. Holders of Securities at the close of business on a Distribution record date will be entitled to receive the Distribution payable on such securities on the corresponding Distribution payment date notwithstanding the conversion of such Securities following such record date but prior to such distribution payment date. Except as provided above, neither the Trust nor the Debenture Issuer will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Securities (including any Additional Interest, Compounded Interest and Liquidation Damages accrued thereon) surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock of the Company issued upon such conversion. The Company shall make no payment or allowance for distributions on the shares of Common Stock of the Company issued upon such conversion, except to the extent that such shares of Common Stock of the Company are held of record on the record date for any such distributions and except as provided in Section 2.1(c) hereof, 1309 of the Conversion Price per share Indenture. Securities shall be at deemed to have been converted immediately prior to the election close of business on the Holder: day on which a Notice of Conversion relating to such Securities is received by the Trust in accordance with the foregoing provision (i) $.35 (the "Maximum Base PriceConversion Date"); . The Person or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for Persons entitled to receive the Common Stock of the Company issuable upon conversion of the Debentures shall be treated for all purposes as the thirty (30) trading days prior to but not including record holder or holders of such Common Stock of the Company at such time. As promptly as practicable on or after the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever Company shall issue and deliver at the office of the foregoing is at the time the principal trading exchange Conversion Agent a certificate or market certificates for the number of full shares of Common StockStock of the Company issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion, and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (c) Each Holder of a Security by his acceptance thereof appoints Wilmington Trust Company as "Conversion Agent" for the purpose of effecting the conversion of Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the "Principal Market"), Conversion Agent shall be acting as agent of the Holders of Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities from time to time for Debentures held by the Trust in connection with the conversion of such Securities in accordance with this Section and (ii) to convert all or if not then trading on a Principal Market, such other principal market or exchange where portion of the Debentures into Common Stock is listed or traded. If of the Principal Market does not report bid prices, then Company and thereupon to deliver such shares of Common Stock of the closing price shall be substituted for Company in accordance with the bid price referred to in provisions of this Section 2.1(b)(ii) when determining and to deliver to the Conversion PriceTrust a new Debenture or Debentures for any resulting unconverted principal amount.

Conversion Rights. The Holder shall have the right option to convert all amounts due to Holder hereunder to Common Shares at the principal amount Conversion Price (defined herein), provided that any conversion shall be on the terms and interest due under this Note into Shares of the Borrower's Common Stock as conditions set forth belowin this Section 3. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder This option to convert may be exercised by written notice at any time and in Holder’s discretion (regardless of whether or not Maker is or is not then in default under this Note and including following notice of any proposed new money equity financing or any offer or tender of payment or prepayment as may be required hereunder). Holder’s failure to timely or correctly exercise these conversion rights shall have not be deemed Holder’s waiver thereof. (b) Holder’s option to convert may be exercised by written notice at Holder’s sole discretion at any time following (i) the right from and after 120 days after Maturity Date, or (ii) notice of the issuance prepayment in full of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 1(e). Holder’s option to convert may be exercised by providing written notification to Maker. Holder’s election to make such a conversion shall be considered binding and fully enforceable against the Maker. (c) All or any part of the subscription agreement entered into between the Company and Holder relating to principal balance of this Note may be converted to Common Shares at the Conversion Price at any time. (d) In addition to the conversion amount set forth in the preceding Subsection, all accrued and unpaid interest hereunder, and all other applicable fees, costs and charges, if any, as provided herein, may be converted into Common Shares at the same time, at the same price, on the same basis, and otherwise on the same terms and conditions as the conversion of the principal balance. (e) The Conversion Price shall be $1.50 per share. The number of whole shares of Common Stock into which this Note may be converted ("Subscription AgreementConversion Shares")) shall be determined by dividing the aggregate: principal, interest and fees then owing, by the terms Conversion Price; provided, however, that, in no event, shall Maker be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which are incorporated herein by this reference, the sum of (1) the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for beneficially owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of common stock issuable upon the conversion of the portion of this Note with respect to which the Note converted determination of this proviso is being made, would result in beneficial ownership by Holder and its affiliates of more than 4.9% of the outstanding shares of common stock of the Company. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with the foregoing. At the election Section 13(d) of the HolderSecurities Exchange Act of 1934 and Regulation 13D-G there under, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date except as otherwise provided in clause (as defined in the Subscription Agreement)1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion the Conversion Amount (as defined below) by the Note Conversion Price. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the Company’s option, accrued and unpaid interest, if any, on such principal amount at the election of interest rate provided in this Note to the Holder) conversion date, provided, however, that the Company shall have the right to pay any or all interest in cash. Any amount of the Note to be converted, by the Conversion Pricenot converted will immediately become due and payable in cash. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder (a) Subject to the provisions of this Section 5, the Holders of the Notes shall have the right right, at any time and from time to time, at such Holder's option, to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion Principal Amount of this Note, and/or at the Holder's election, the interest accrued on the Note, in whole or part (the date of giving of such notice of conversion being a "Conversion DateAmount") ), into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of non-assessable shares of Common Stock for at the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the then effective Conversion Date directly to the Holder on or before the Delivery Date Ratio (as such term is defined in the Subscription Agreementbelow). The number of shares of Common Stock deliverable upon conversion of each $1,000 Conversion Amount of the Notes, adjusted as hereinafter provided, is referred to herein as the "Conversion Ratio". The Conversion Ratio, as of the date of issue of the Notes is 50.0000, subject to adjustment from time to time pursuant to Section 5.1(f) hereof. (i) In order to exercise the conversion privilege, the Holder of the Note to be converted shall surrender the Note, with a written notice to the Issuer that such Holder elects to exercise its conversion privilege, and stating the Conversion Amount of Notes which the Holder seeks to convert. The date of receipt of the Note or Notes by the Issuer shall be the conversion date (the "Conversion Date"). (ii) As promptly as practicable (but no later than two days) after the Conversion Date, the Issuer shall issue and shall deliver to such Holder, or on the Holder's written order to the Holder's permitted transferee in accordance with the terms of the Securityholders Agreement, a certificate or certificates for the whole number of shares of Common Stock issuable upon the conversion of such Note or Notes in accordance with the provisions of this Section 5.1. (iii) In the case where only part of a Note is converted, the Issuer shall execute and deliver (at its own expense) a new Note of any authorized denomination as requested by a Holder in an aggregate principal amount equal to and in exchange for the unconverted portion of the Principal Amount of the Note so surrendered. (iv) The Issuer shall made a cash payment equal to all accrued and unpaid interest on the Principal Amount so surrendered for conversion (other than interest payments payable to a holder of record on a prior Interest Payment Date) to the Conversion Date. (v) Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the Notes to be converted shall have been surrendered, and the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby on such date and such conversion shall be into a number of shares of Common Stock resulting from applying the Conversion Ratio in effect at such time on such date. All shares of Common Stock delivered upon conversion of the Notes will upon delivery be duly and validly issued and fully paid and non-assessable, free of all Liens and charges and not subject to any preemptive rights. Upon the surrender of any Notes for conversion, such Notes or part thereof so converted shall no longer be deemed to be outstanding and all rights of a Holder with respect to such Notes or part thereof so converted including the rights, if any, to receive interest, notices and consent rights shall immediately terminate on the Conversion Date except the right to receive the Common Stock and other amounts payable pursuant to this Section 5. 1. Any Notes or part thereof so converted shall be retired and cancelled. (i) The Issuer covenants that it will at all times during which the Notes shall be outstanding reserve and keep available, free from preemptive rights, such number of its authorized but unissued shares of Common Stock as shall from time to time be required for the purpose of effecting conversions of outstanding Notes. Before taking any action which would cause an adjustment increasing the Conversion Ratio such that the amount resulting from dividing $1,000 by the Conversion Ratio in effect at such time on such date would be below the then par value of the shares of Common Stock issuable upon conversion of the Notes, the Issuer will take any corporate action which may, in the opinion of counsel, be necessary in order that the Issuer may validly and legally issue fully paid and nonassessible shares of Common Stock at such adjusted Conversion Ratio. (ii) Prior to the delivery of any securities which the Issuer shall be obligated to deliver upon conversion of the Notes, the Issuer shall comply with all applicable federal and state laws and regulations which require action to be taken by the Issuer. (d) The Issuer will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Notes pursuant hereto; provided that the Issuer shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the holder of the Notes to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Issuer the amount of any such tax or has established, to the satisfaction of the Issuer, that such tax has been paid. (e) If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any Holder tendering Notes for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the Holders entitled to receive the Common Stock issuable upon such conversion of the Notes shall not be deemed to have converted such Notes until immediately prior to the closing of the sale of securities in such offering. (i) In case the Issuer shall at any time after the date of issue of the Notes (A) declare a dividend or make a distribution on Common Stock payable in Common Stock, (B) subdivide or split the outstanding Common Stock, (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, (D) issue any shares of its Capital Stock in a reclassification of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Issuer is the continuing corporation), or (E) consolidate with, or merge with or into, any other Person, the Conversion Ratio in effect at the time of the record date for any such dividend or distribution or of the effective date of any such subdivision, split, combination, consolidation, merger or reclassification shall be proportionately adjusted so that the conversion of the Note after such time shall entitle the Holder to receive the aggregate number of shares of Common Stock or other securities of the Issuer (or shares of any security into which such shares of Common Stock have been combined, consolidated, merged, converted or reclassified pursuant to clause (C), (D) or (E) above) which, if this Note had been converted immediately prior to such time, such Holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, distribution, subdivision, split, combination, consolidation, merger or reclassification, assuming for purposes of this subsection (f) that such Holder (x) is not a Person with which the Issuer consolidated or into which the Issuer merged or which merged into the Issuer or to which such recapitalization, sale or transfer was made, as the case may be ("constituent person") and (y) failed to exercise any rights of election as to the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer (provided, that if the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer is not the same for each share of Common Stock of the Issuer held immediately prior to such reclassification, change, consolidation, merger, recapitalization, sale or transfer by other than a constituent person and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section 5.1(f) the kind and amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such adjustment shall be made successively whenever any event listed above shall occur. (ii) For purposes of any computation under this Section 5.1(f), the number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Issuer. All calculations under this Section 5.1(f) shall be made to the nearest four decimal points. (iii) In the event that, at any time as a result of the provisions of this Section 5.1(f), the holder of this Note upon subsequent conversion shall become entitled to receive any shares of Capital Stock of the Issuer other than Common Stock, the number of such other shares so receivable upon conversion of this Note shall thereafter be determined by dividing that portion of subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Priceprovisions contained herein. (bg) Subject to adjustment as provided in Section 2.1(c) hereofNo fractional shares of Common Stock shall be issued upon conversion of the Notes. In lieu of fractional shares, the Issuer shall pay cash equal to such fraction multiplied by the Closing Price for shares of Common Stock on the trading day immediately preceding the related Conversion Price per share shall be at Date. "Closing Price" means (1) if the election shares of such class of Common Stock then are listed and traded on the National Market of the Holder: (i) $.35 National Association of Securities Dealers, Inc. Automated Quotation System ("Maximum Base PriceNASDAQ"), the last reported sale price on such day; or (ii2) seventy percent (70%) if the shares of such class of Common Stock then are not traded on the NASDAQ National Market, the average of the three highest reported bid and lowest closing bid prices for reported asked price on such day as reported by NASDAQ; (3) if the shares of such class of Common Stock for the thirty (30) trading days prior to but then are not including the Conversion Date, listed and traded on the NASD OTC Bulletin BoardNASDAQ, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for on such day as reported by the bid price referred to principal national securities exchange on which the shares are listed and traded; or (4) if the shares of such class of Common Stock are not then listed or traded on NASDAQ or a national securities exchange, the fair market value as determined in this Section 2.1(b)(ii) when determining good faith by the Conversion PriceIssuer's Board of Directors.

Conversion Rights. The Holder Holders of Securities shall have the right at any time, beginning __________, 20__ [the date of issuance] through the close of business on __________, 20__ [20th anniversary of the date of issuance] (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the redemption date), at their option, to cause the Conversion Agent to convert the principal amount and interest due under this Note into Shares Securities, on behalf of the Borrower's converting Holders, into shares of Common Stock as set forth below. 2.1. Conversion into of the Borrower's Sponsor ("Common Stock. -------------------------------------------") in the manner described herein on and subject to the following terms and conditions: (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or Securities will be convertible at the Holder's election, office of the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Agent into fully paid and nonassessable shares of Class A common stock Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Securities for a portion of Borrower as such stock exists the Debentures theretofore held by the Trust on the date basis of issuance one Security per $50 principal amount of this NoteDebentures, or any and immediately convert such amount of Debentures into that number of fully paid and nonassessable shares of capital stock Common Stock equal to the aggregate principal amount of Borrower into which such stock shall hereafter Debentures to be changed or reclassified converted plus all accrued and unpaid interest (including Additional Payments, if any) thereon through the "Conversion Date (as defined below) divided by the conversion price of $14.00 per share of Common Stock") at , subject to certain adjustments set forth in Sections 15.3 and 15.4 of the conversion priceIndenture (as so adjusted, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject In order to adjustment convert Securities into Common Stock the Holder shall submit to the Conversion Agent at the office referred to above an irrevocable request to convert Securities on behalf of such Holder (the "Conversion Request"), together, if the Securities are in certificated form, with such certificates. The Conversion Request shall (i) set forth the number of Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Trust of the Holder's election to exchange Securities for a portion of the Debentures held by the Trust and the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Sponsor of the Holder's election to convert such Debentures into shares of Common Stock. If Securities are converted on or after a Distribution record date and prior to the corresponding Distribution payment date, Holders of such Securities at the close of business on a Distribution record date will not be entitled to receive the Distribution payable on such securities on the corresponding Distribution payment date. Except as provided in Section 2.1(c5(a) hereofabove, neither the Conversion Price per share Trust nor the Sponsor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Securities (including any Additional Payments accrued thereon) surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Securities shall be at deemed to have been converted immediately prior to the election close of business on the day on which a Notice of Conversion relating to such Securities is received by the Trust in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive Common Stock issuable upon conversion of the Holder: (i) $.35 ("Maximum Base Price"); Debentures shall be treated for all purposes as the record holder or (ii) seventy percent (70%) holders of the average of the three lowest closing bid prices for the such Common Stock for the thirty (30) trading days prior to but not including at such time. As promptly as practicable on or after the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever Sponsor shall issue and deliver at the office of the foregoing is at the time the principal trading exchange Conversion Agent a certificate or market certificates for the number of full shares of Common StockStock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (c) Each Holder of a Security by his acceptance thereof appoints [First Union National Bank of South Carolina] "Conversion Agent" for the purpose of effecting the conversion of Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price Conversion Agent shall be substituted acting as agent of the Holders of Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities from time to time for Debentures held by the bid price referred to Trust in connection with the conversion of such Securities in accordance with this Section 2.1(b)(ii) when determining the Conversion Price.and

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at (i) At any time until this Note is fully paidafter satisfaction of the provisions of Section 5.16(d), to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date request of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, any Lender or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof Note Purchaser (the "Conversion PriceRequest") the Parent agrees that it will convert all or a portion of the Additional Loan (together with accrued interest) or the Additional Senior Note (together with accrued interest) into additional New Equity Securities (the "Converted New Equity Securities"), determined with the same terms, rights and privileges as provided herein. Upon delivery the New Equity Securities sold to the Company of a Notice of Conversion, Persons as described in Section 9 5.16(d) ("New Equity Investors") and at a conversion rate determined by dividing the portion of the subscription agreement entered into between Additional Loan or Additional Senior Note to be converted by the Company and Holder relating price paid per New Equity Security by the New Equity Security investors. The Conversion Request shall specify the principal amount of the Additional Note or the Additional Senior Note to be exchanged pursuant to this Note (the "Subscription Agreement")Section 5.17, and if more than one class of securities has been issued, the terms specific class of securities into which the Additional Loan or Additional Senior Note shall be converted. Upon the exchange of outstanding Additional Notes or Additional Senior Notes for New Equity Securities which are incorporated herein by this referenceconvertible into shares of Common Stock of Parent, of the Holder's written request for conversion, Borrower Lenders shall issue and deliver receive warrants pursuant to the Holder within three (3) business days from warrant agreement in the Conversion Date that form attached hereto as Exhibit B to purchase the number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly Parent equal to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock of the Parent into which such New Equity Securities are convertible (including accrued dividends) for $.01 per share (the "Warrants"). Parent hereby agrees to be issued upon each conversion negotiate in good faith the definitive terms of the Registration Rights Agreement and any other agreement related to the transactions contemplated by this Section 5.17 on terms reasonably satisfactory to Parent, Agent and Lenders. Notwithstanding the foregoing provisions of Section 5.17(i), if the Additional Loans and Additional Senior Note shall be determined by dividing that and accrued interest are repaid in full with the proceeds of the issuance of New Equity and the Additional Loan Commitment is terminated prior to November 21, 1998, the Company's obligation to convert any portion of the principal (Additional Loan or Additional Senior Note shall cease and interestbe of no further effect, at the election provided that if all or any portion of the Holder) of the Additional Loans and Additional Senior Note to be convertedand accrued interest are repaid on or after November 21, by the Conversion Price. 1998 (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: such amount so repaid (i) $.35 ("Maximum Base Price"including accrued interest); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal MarketRepayment Amount") then the Lenders and Note Purchasers shall have the right to purchase Converted Additional Equity Securities in an amount not in excess of the Repayment Amount upon the same terms as set forth above (including, without limitation, with Warrants and with registration rights) with respect to Additional Loans and Additional Senior Notes, as if such Additional Loans and Additional Senior Notes had not been so repaid. Notwithstanding anything to the contrary set forth herein, to the extent the Additional Loan or Additional Senior Notes are converted into Converted New Equity Securities or the Lenders or Note Purchasers purchase Converted New Equity Securities as set forth above, the Parent and the Company agree that the proceeds from any sale of all or a portion of the Parent or any of its Subsidiaries which are to be distributed to any holders of equity of Parent shall be first distributed to the Lenders in an amount equal to the outstanding aggregate principal amount of Converted New Equity Securities, together with a compounded rate of return of 12% per annum compounded semi-annually from the date of any conversion(s), or if not then trading on a Principal Market, prior to any distribution of such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred proceeds to in this Section 2.1(b)(ii) when determining the Conversion Priceany such holder of equity.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares 7.1 In lieu of exercise of any portion of the Borrower's Common Stock Warrants as set forth below. 2.1. Conversion into provided in Section 2.1 hereof, the Borrower's Common Stock. ------------------------------------------- Warrants represented by this Warrant Certificate (aor any portion thereof) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paidmay, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, election of the Holder's written request for conversion, Borrower shall issue and deliver to be converted into the Holder within three (3) business days from the Conversion Date that nearest whole number of shares of Common Stock for equal to: (1) the portion product of (a) the number of shares of Common Stock then issuable upon the exercise of the Note Warrants to be so converted and (b) the excess, if any, of (i) the Market Price Per Share (as determined pursuant to Section 9.2) with respect to the date of conversion over (ii) the Purchase Price in effect on the business day next preceding the date of conversion, divided by (2) the Market Price Per Share with respect to the date of conversion. For example, if the Market Price per Share on the date of conversion is $4.00 and the Purchase Price is $2.00, then the Holder would be entitled to receive 15,000 shares of Common Stock upon conversion of 30,000 Warrants. 7.2 The conversion rights provided under this Section 7 may be exercised in whole or in part and at any time and from time to time while any Warrants remain outstanding. In order to exercise the conversion privilege, the Holder shall surrender to the Company, at its offices, this Warrant Certificate accompanied by a duly completed Notice of Conversion in the form attached hereto as Exhibit B. The Warrants (or so much thereof as shall have been surrendered for conversion) shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Warrant Certificate for conversion in accordance with the foregoingforegoing provisions. At As promptly as practicable on or after the election of the Holderconversion date, the Company will shall issue and shall deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on (i) a certificate or before certificates representing the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note which the Holder shall be determined by dividing that entitled as a result of the conversion, and (ii) if the Warrant Certificate is being converted in part only, a new certificate of like tenor and date for the balance of the unconverted portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceWarrant Certificate. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock Stock, $.01 par value per share ("Common Stock") as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the Issue Date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest if any, at the Holder's election, election of the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms a form of which are incorporated herein by this reference, of the Holder's written request for conversionis annexed hereto, Borrower shall issue and deliver to the Holder within three five (35) business days from after the Conversion Date (such fifth day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note and interest to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election $0.10. (c) The Conversion Price and number and kind of the Holder: (i) $.35 ("Maximum Base Price"); shares or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior other securities to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"be issued upon conversion determined pursuant to Section 2.1(a), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have At any time prior to the right Maturity Date, amounts outstanding under the Note and all sums, at any given time, due hereunder, shall, at the sole election of Lender and upon 5 days written notice to convert Borrowers and ALHI, be convertible in whole or in part, from time to time, into that number of shares of ALHI common stock calculated by dividing the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth belowby $10.00. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder 2.8.1 Any conversion shall have the right from and after 120 days after the issuance be exercised by written notice to ALHI at their principal place of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof business (the "Conversion PriceNotice"), determined as provided herein. Upon delivery to the Company . 2.8.2 Within five (5) days of a Notice of Conversion, as described in Section 9 its receipt of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement")Conversion Notice, the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower ALHI shall issue and deliver to the Holder within three (3) business days from address of the Conversion Date that number of shares of Common Stock for the portion holder of the Note converted as set forth herein (as such address may be modified from time to time in accordance with the foregoing. At the election records of the HolderALHI), the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly or to the Holder on holder's nominees, a certificate or before the Delivery Date (as defined certificates, substantially in the Subscription Agreement). The form as shown in Exhibit -------- B attached hereto, for the number of shares of Common Stock to which such holder shall be issued entitled; provided, that ALHI shall not be obligated to issue to any Lender certificates evidencing the shares of Common Stock issuable upon each such conversion unless either the Note is delivered to ALHI for cancellation and reissuance in the proper amount or an affidavit of loss of the Note has been executed by the holder. In the event that the Note is converted in full, the Lender will execute satisfaction of mortgages and security interests in customary form supplied by the Borrowers at no expense to the Lender. 2.8.3 If ALHI shall declare and pay to the holders of the shares of Common Stock a dividend in shares of Common Stock, the Conversion Price in effect immediately prior to the date fixed for the determination of shareholders entitled to such dividends shall be proportionately decreased (adjusted to the nearest 1/100th of a share of Common Stock), such adjustment to become effective immediately after the date fixed for such determination. 2.8.4 If ALHI shall subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Conversion Price in effect immediately prior to such subdivision or combination, as the case may be, shall be proportionately increased or decreased (adjusted to the nearest 1/100th of a share of Common Stock), as the case may require, such increase or decrease, as the case may be, to become effective when such subdivision or combination becomes effective. 2.8.5 In the case of any reclassification or change of outstanding shares of Common Stock issuable upon the conversion of the Note, or in the case of any consolidation or merger of ALHI with or into another corporation, or in the case of any sale or conveyance to another corporation of all or substantially all of the property of ALHI, the holder of the Note shall have the right thereafter, so long as such holder's conversion right hereunder shall exist, to convert the Note in whole or in part, into the same kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock of ALHI into which the Note might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. 2.8.6 In case securities or property other than shares of Common Stock shall be issuable or deliverable upon the conversion as aforesaid, then all references in this Note Section shall be deemed to apply, so far as appropriate and as nearly as may be, to such other securities or property. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not be deemed to be a reclassification of the Common Stock of ALHI for the purposes of this subsection. 2.8.7 ALHI shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Note, the sufficiency of which shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by using the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The (a) Subject to and upon compliance with the provisions of the Indenture, the Holder of Securities shall have be entitled, at such Holder's option, at any time before the right close of business on the Business Day immediately preceding January 15, 2025, to convert the Holder's Securities (or any portion of the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note hereof that is fully paid$1,000 or a multiple thereof), to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving principal amount thereof or of such notice of conversion being a "Conversion Date") portion thereof into duly authorized, fully paid and nonassessable shares of Class A common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") Company at the Conversion Rate in effect at the time of conversion. In addition, the Holder of Securities is entitled to receive Additional Shares upon conversion price, in certain circumstances as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as more fully described in Section 9 of the subscription agreement entered into between Indenture. Notwithstanding the Company and foregoing, if, at the time a Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request tenders Securities for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from there exists a Registration Default, the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note Rate shall be determined increased by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price3%. (b) In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. If a Holder exercises its Repurchase Right or Put Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date or Put Repurchase Date, as applicable. (c) Each $1,000 principal amount of the Securities shall initially be convertible into 43.9560 shares of Common Stock (referred to as the "CONVERSION RATE"). The Conversion Price shall be initially equal to approximately $22.75 per share of Common Stock. The Conversion Rate shall be adjusted under certain circumstances as provided in the Indenture. (d) Subject to subsection (b) above, regardless of anything else contained herein, Holders may surrender their Securities for conversion into shares of the Company's Common Stock at any time prior to the close of business on the Business Day immediately preceding January 15, 2025. (e) To exercise the conversion right, the Holder must surrender the Security (or portion thereof) duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent, accompanied by a duly signed conversion notice to the Company. Any Security surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date shall be accompanied by payment of an amount equal to the accrued and unpaid interest (excluding Liquidated Damages, if any) payable on such Interest Payment Date by the Company on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any such Holder that surrenders for conversion any Security (i) that has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.04 of the Indenture on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, (ii) with respect to which the Company has specified a Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (iii) only to the extent of overdue interest, if any overdue interest exists on Conversion Date, in any such case, need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. (f) No fractional shares of Common Stock shall be issued upon conversion of any Securities. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceIndenture.

Conversion Rights. The Holder shall have So long as no Default or Event of Default has occurred and is continuing, and subject to any contrary provisions in Schedule D, the right Borrowers may exercise the following conversion rights with respect to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. -------------------------------------------Loan(s): (a) The Holder shall have the right from and after 120 days after the issuance a Loan designated as a “Personal Property Loan” Loan Type in Section 2 of this Note Agreement and then at any time until having a “Variable” Interest Type specified in Section 2 of this Note is fully paidAgreement may be converted by the Borrowers, by notice to FCC, to convert any outstanding and unpaid principal portion of this Noteother “Personal Property” product (as so designated by FCC) offered by FCC as follows: (i) if the remaining amortization period is 5 years or less, and/or at to a Personal Property product with a term equal or less than the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 balance of the subscription agreement entered into between existing amortization period; and (ii) if the Company and Holder relating remaining amortization period is greater than 5 years, to this Note (a Personal Property product with a term equal to or greater than the "Subscription Agreement"), the terms of which are incorporated herein by this reference, balance of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price.existing amortization period; (b) Subject to adjustment a Loan designated as provided a “Real Property Loan” Loan Type in Section 2.1(c2 of this Agreement and having an “Variable-Open” Interest Type specified in Section 2 of this Agreement may be converted by the Borrowers, by notice to FCC and payment of the Conversion Fee, to any other available “Mortgage” product (as so designated by FCC) hereofoffered and determined by FCC; (c) a Loan with a “Variable Mortgage Rate” Interest Type specified in Section 2 of this Agreement may be converted by the Borrowers, by notice to FCC and payment of the Conversion Fee, to any available “Mortgage” product (as so designated by FCC) offered and determined by FCC, other than a Mortgage product with an Open Variable Mortgage Rate; and (d) at any time after the applicable Interest Adjustment Date, a Loan designated as an “Advancer Loan - Variable Open” rate in Section 2 of this Agreement, may be converted by the Borrowers, in whole or in part (subject to a minimum amount of $25,000), by notice to FCC and payment of the Conversion Fee to any other available “Mortgage” product (as so designated by FCC) offered by FCC. The interest rate and, save as otherwise specified above, the Conversion Price per share other terms and conditions of any new product shall be at as specified by FCC and the election Borrowers shall execute and deliver (and shall cause all other Obligants to execute and deliver) all such documents as may be reasonably required by FCC to reflect such conversion or to maintain the enforceability, effectiveness or priority of any of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceLoan Documents.

Conversion Rights. The Each Holder of Preferred Stock shall have the right right, at its option, at any time during the 90-day period beginning on December 23, 2019, to convert convert, subject to the principal amount terms and interest due under provisions of this Note Article 4, any or all of such Holder’s shares of Preferred Stock into Shares cash and shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The A holder may convert fewer than all of its shares of Preferred Stock. Any Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, Preferred Stock intending to convert any outstanding and unpaid principal portion its shares of this Note, and/or Preferred Stock shall give the Issuer written notice of such intention at least 40 Scheduled Trading Days prior to the Holder's election, the interest accrued on the Note, (the intended date of giving such conversion. The Issuer shall, within five Scheduled Trading Days of the receipt of such notice notice, confirm in writing to such Holder its determination whether or not to make a cash payment in lieu of delivering the Net Shares in connection with such conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, whether or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined not to receive cash in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number lieu of shares of Common Stock, if any, from such Holder pursuant to Section 8.1 in connection with such conversion, which determination shall be irrevocable and binding on the Issuer. The Issuer shall have the right, at its option, at any time during the 90-day period beginning on December 23, 2019, to purchase any or all of any Holder’s shares of Preferred Stock; provided that the Issuer gives such Holder written notice of its decision to exercise such right at least 40 Scheduled Trading Days prior to the intended date of such purchase; and provided, further, that upon receipt of such written notice, such Holder shall be deemed to have elected to convert on the date specified in such written notice the shares of Preferred Stock for with respect to which the portion Issuer is exercising such right, and such shares of the Note Preferred Stock shall be converted in accordance with the foregoing. At terms and provisions of Section 4.2; and provided, further, that the election Issuer confirms in such notice its determination whether or not to make a cash payment in lieu of delivering the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly Net Shares in connection with such conversion and whether or not to the Holder on or before the Delivery Date (as defined receive cash in the Subscription Agreement). The number lieu of shares of Common Stock Stock, if any, from such Holder pursuant to be issued upon each conversion of this Note Section 8.1 in connection with such conversion, which determination shall be determined by dividing that portion of irrevocable and binding on the principal (Issuer. The Issuer acknowledges its responsibilities under applicable securities laws, and interest, at the election of the Holderin particular Section 9 and Section 10(b) of the Note Exchange Act and the rules and regulations thereunder, in respect of any election to be converted, by the Conversion Price. (b) Subject make a cash payment to adjustment as provided a Holder in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lieu of the Holder: (i) $.35 ("Maximum Base Price"); delivering Net Shares or (ii) seventy percent (70%) to receive cash in lieu of the average shares of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market")if any, or if not then trading on from a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred Holder pursuant to in this Section 2.1(b)(ii) when determining the Conversion Price8.1.

Conversion Rights. The Holder (a) Each outstanding share of Preferred Stock Series B may be converted at the option of the holder, at any time (except that, with respect to any shares of Preferred Stock Series B which shall be called for redemption pursuant to Section 3 hereof, such right shall terminate upon such call), into one (1) fully paid, non-assessable share of Common Stock, in accordance with and subject to the terms and conditions of this Section 6. Subject to this Section 6, a holder of shares of Preferred Stock Series B shall have the right to convert the principal amount and interest due under all or any portion of such shares pursuant to this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then Section 6 at any time until this Note is fully paidand from time to time. Notwithstanding anything herein to the contrary, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable no shares of Class A common stock of Borrower as such stock exists on Preferred Stock Series B may be converted by the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (holder thereof if the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interestCorporation, at the election time such holder delivers to the Corporation the instructions regarding such conversion pursuant to Section 6(b) hereof, does not have sufficient shares of authorized but unissued Common Stock available to convert all of the Holderthen outstanding shares of (i) Preferred Stock Series B pursuant to Section 6 hereof and (ii) Preferred Stock Series A-1 and Preferred Stock Series A-2 pursuant to their respective Certificates of the Note to be converted, by the Conversion PriceDesignations. (b) Subject to adjustment as provided in Section 2.1(c6(a) hereof, upon surrender to the Conversion Price per share shall be Corporation at the election office of the Holder: (i) $.35 ("Maximum Base Price"); transfer agent or (ii) seventy percent (70%) such other place or places, if any, as the Board of Directors may determine, of certificates duly endorsed to the Corporation or in blank for shares of Preferred Stock Series B to be converted together with appropriate evidence of the average payment of any transfer or similar tax, if required, and written instructions to the Corporation requesting conversion of such shares and specifying the name and address of the three lowest closing bid prices for the person, corporation, firm or other entity to whom shares of Common Stock for are to be issued upon conversion thereof, the thirty (30) trading days prior to but not including Corporation shall issue the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American number of shares of Common Stock Exchange or New York Stock Exchange (whichever issuable upon conversion thereof as of the foregoing is at the time the principal trading exchange of such surrender and as promptly as practicable thereafter will deliver or market cause to be delivered certificates for the such shares of Common Stock. Upon surrender of a certificate representing shares of Preferred Stock Series B to be converted in part, in addition to the foregoing, the "Principal Market"), or if not then trading on Corporation shall also issue to such holder a Principal Market, such other principal market or exchange where new certificate representing any unconverted shares of Preferred Stock Series B represented by the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted certificate surrendered for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Priceconversion.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's electionelection with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 ____ ("Maximum Base Price"); or (ii) seventy eighty-five percent (7085%) percent of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"),, or if not then trading on a Principal Market, such any securities exchange or other principal securities market or exchange where on which the Common Stock is then being listed or traded. If , for the Principal Market does thirty (30) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have may convert the right from and after 120 days after the issuance outstanding principal amount of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal (or a portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date"outstanding principal amount as provided in Section 4(c)) into fully paid and nonassessable shares of Class A common stock Common Stock of Borrower as such stock exists on the date of issuance Company (the “Conversion Shares”) at any time prior to the time the outstanding principal amount of this Note is paid in full (subject to the notice periods and conversion rights related thereto described elsewhere in this Note), or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as Conversion Price (defined below) then in Section 2.1(b) hereof effect (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement")collectively, the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the “Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription AgreementRights”). The number of shares of Common Stock to be issued upon each initial per share conversion of this Note price (the “Conversion Price”) shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the $15.00. The Conversion Price. (b) Subject Price is subject to adjustment as provided in Section 2.1(c5. (b) hereofThe provisions of this Note that apply to conversion of the outstanding principal amount of this Note also apply to a partial conversion of this Note. The Holder is not entitled to any rights of a holder of Conversion Shares until the Holder has converted this Note (or a portion thereof) into Conversion Shares, and only to the extent that this Note is deemed to have been converted into Conversion Shares under this Section 4. (c) To convert all or a portion of this Note, the Holder must (a) complete and sign a notice of election to convert substantially in the form of Exhibit I hereto (each, a “Conversion Price per share Notice”), (b) surrender the Note to the Company, and (c) furnish appropriate endorsements or transfer documents if required by the Company. The date on which the Holder satisfies all of such requirements is the conversion date (the “Conversion Date”). As soon as practicable, and in any event within 10 business days after the Conversion Date, the Company will deliver, or cause to be delivered, to the Holder a certificate for the number of whole Conversion Shares issuable upon such conversion and a check for any fractional Conversion Share determined pursuant to Section 4(d). The person in whose name the certificate for Conversion Shares is to be registered shall become the stockholder of record on the Conversion Date and, as of the Conversion Date, the rights of the Holder as to this Note shall cease as to the portion thereof so converted; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive the Conversion Shares upon such conversion as the stockholder of record of such Conversion Shares on such date, but such surrender shall be effective to constitute the person entitled to receive such Conversion Shares as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the election Conversion Price in effect on the date that this Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. In the case of a partial conversion of this Note, upon such conversion, the Company shall execute and deliver to the Holder, at the expense of the Company, a new Note in an aggregate principal amount equal to the unconverted portion of the principal amount. (d) No fractional Conversion Shares shall be issued upon exercise of the Conversion Rights. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion of this Note, the Company shall calculate and pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Conversion Price at the close of business on the Conversion Date. (e) The issuance of certificates for Conversion Shares upon exercise of any of the Conversion Rights shall be made without charge to the Holder for such certificates or for any tax in respect of the issuance of such certificates, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder; provided, however, that in the event that certificates for Conversion Shares are to be issued in a name or names other than the name of the Holder: (i) $.35 ("Maximum Base Price"), such Note, when surrendered for conversion, shall be accompanied by an instrument of transfer, in form satisfactory to the Company, duly executed by the Holder or his duly authorized attorney; and provided further, moreover, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name or (ii) seventy percent (70%) names other than that of the average Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the three lowest closing bid prices Company that such tax has been paid or is not applicable. (f) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Note, the full number of Conversion Shares then issuable upon the conversion in full of this Note. The Company hereby grants Holder piggyback registration rights as more particularly set forth in the Purchase Agreement and the Registration Rights Agreement entered into pursuant thereto. (g) If the Company or an affiliate of the Company shall at any time after the date hereof and prior to the conversion of the Note in full issue any rights to subscribe for shares of Common Stock for or any other securities of the thirty (30) trading days prior Company or of such affiliate to but not including all the stockholders of the Company, the Holder of the unconverted portion of the Note shall be entitled, in addition to the shares of Common Stock or other securities receivable upon the Conversion Datethereof, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is to receive such rights at the time such rights are distributed to the principal trading exchange or market for other stockholders of the Common StockCompany, the "Principal Market"), or if not then trading to be calculated on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricean as-converted basis.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock Stock, $.0001 par value per share ("Common Stock") as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election, election of the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note and interest to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share of Common Stock shall be at the election lower of the Holder: (i) $.35 .385 ("Maximum Base Price"); ) or (ii) seventy percent (70%) of the average of the three lowest closing bid intraday trading prices for the Common Stock on the Principal Market for the thirty twenty (3020) trading days prior to but not including the Conversion Date. Principal Market shall mean the OTC Pink Sheets, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, ). Intraday trading price shall mean the "Principal Market"intraday trading price as reported by Bloomberg Financial. (c) The Maximum Base Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note This Debenture may be converted into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Notestock, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified $.01 par value per share (the "Common Stock") of the Company subject to the following provisions, terms and conditions: This Debenture shall be convertible in whole at any time or in part from time to time at the option of the Holder into the number of shares of Common Stock equal to the number obtained by dividing the principal amount of this Debenture by the conversion price, as defined in Section 2.1(b) hereof price per share (the "Conversion Price"). The Conversion Price on the date hereof is [INSERT 200% OF THE MARKET PRICE PER SHARE ON THE DETERMINATION DATE WITH RESPECT TO WHICH THE DEBENTURE IS ISSUED] and shall be adjusted from time to time as hereinafter provided. In order to exercise the conversion privilege, determined as provided herein. Upon delivery a Holder of this Debenture shall surrender this Debenture to the Company of at its principal office, accompanied by written notice to the Company that the Holder elects to convert a Notice of Conversion, as described in Section 9 specified portion or all of the subscription agreement entered principal balance of this Debenture into between Common Stock. This Debenture shall be deemed to have been converted immediately prior to the close of business on the day of surrender of this Debenture for conversion in accordance with the foregoing provisions, and at such time the rights of the Holder with respect to so much of the principal balance thereof as is converted shall cease and the Holder shall be treated for all purposes as the record owner of the shares of Common Stock issuable upon conversion. Within ten (10) days of the conversion date, the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and mail or deliver to Holder a certificate or certificates for the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for issuable upon conversion and, if this Debenture surrendered was not converted in whole, a new Debenture to evidence the portion of this Debenture not converted. No fractional shares of Common Stock shall be issued upon conversion. In lieu of any fractional shares to which the Note converted in accordance with the foregoing. At the election of the HolderHolder would otherwise be entitled, the Company will deliver accrued but unpaid interest on shall pay cash equal to such fraction multiplied by the Note through the Conversion Date directly to the Holder on or before the Delivery Date Market Value Per Share (as defined in Section 5) on the Subscription Agreement)conversion date. In addition, a cash payment shall be made in the amount of any accrued interest on this Debenture, or portion thereof converted, as of the conversion date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject Price is subject to adjustment from time to time as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 eighty ("Maximum Base Price"); or (ii) seventy percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty percent (80%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2. l(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder Holders of Trust Securities shall have ----------------- the right at any time prior to convert 5:00 p.m. (Norfolk, Virginia time) on the principal amount earlier of (i) the Business Day immediately preceding the date of repayment of such Trust Securities, whether at maturity or upon redemption, and interest due under this Note into Shares (ii) the Conversion Termination Date, if any, to cause the Conversion Agent to exchange Trust Securities, on behalf of the Borrower's converting Holders, for Junior Subordinated Debt Securities, which Junior Subordinated Debt Securities will be converted into shares of Common Stock as set forth below. 2.1. Conversion into in the Borrower's Common Stock. -------------------------------------------manner described herein on and subject to the following terms and conditions: (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or Trust Securities will be exchangeable for Junior Subordinated Debt Securities which will be convertible at the Holder's election, office of the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Agent into fully paid and nonassessable shares of Class A common stock Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of Borrower as such stock exists the Junior Subordinated Debt Securities theretofore held by the Trust on the date basis of issuance one Trust Security per $5 principal amount of this NoteJunior Subordinated Debt Securities, or any and immediately convert such amount of Junior Subordinated Debt Securities into fully paid and nonassessable shares of capital stock Common Stock at an initial per share conversion price of Borrower into which such stock shall hereafter be changed or reclassified $_____, subject to certain adjustments set forth in the terms of the Junior Subordinated Debt Securities (the "Common Stock") at the conversion priceas so adjusted, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject To exchange the Trust Securities for Junior Subordinated Debt Securities and to adjustment as provided in Section 2.1(c) hereof, convert the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Junior Subordinated Debt Securities into Common Stock, the Holder shall submit to the Conversion Agent at the office designated therefor an irrevocable request to convert Trust Securities on behalf of such Holder (the "Principal MarketConversion Request"), together, if the Trust Securities are in certificated form, with such certificates. The Conversion Request shall (i) set forth the number of Trust Securities to be exchanged and the name or names, if not then trading on a Principal Marketother than the Holder, such other principal market or exchange where in which the shares of Common Stock is listed or traded. If should be issued and (ii) direct the Principal Market does not report bid pricesConversion Agent (A) to exchange such Trust Securities for a portion of the Junior Subordinated Debt Securities held by the Trust (at the rate of exchange specified in the preceding paragraph) and (B) to immediately convert such Junior Subordinated Debt Securities, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining on behalf of such Holder, into Common Stock at the Conversion Price. The Conversion Agent shall notify the Trust of the Holder's election to exchange Trust Securities for a portion of the Junior Subordinated Debt Securities held by the Trust, and the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Junior Subordinated Debt Securities for exchange in accordance with this Section 4.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall will have the right from and after 120 days after the issuance of this Note Closing Date, and then at any time until this Note is fully paidthe Maturity Date, to convert any all, but not part, of the outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, Note (the date of giving of such notice of conversion being conversion, a "“Conversion Date"”) into ______ shares of fully paid and nonassessable shares of Class A restricted common stock of the Borrower (as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall is hereafter be changed or reclassified (reclassified, the "“Common Stock"”) at the conversion price, as defined in Section 2.1(b) hereof price of $________ per share (the "“Conversion Price"”), determined as provided herein. Upon Within three (3) business days after the delivery to the Company Borrower of a the attached Notice of Conversion, as described in Section 9 of fully executed by the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement")Holder, the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall will issue and deliver to the Holder within three (3) business days from the Conversion Date that number of ______ shares of Common Stock for the portion of the Note converted in accordance Stock, along with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject subject to adjustment as provided in Section 2.1(c2.2 below). In the event that at any time and from time to time following the one-year anniversary of the date of this Note, (i) hereofthe resale of the shares of Common Stock underlying this Note is subject to an effective registration statement under the Securities Act of 1933, as amended, and (ii) the closing price of the Borrower’s Common Stock on the principal exchange on which it is traded is at least 50% greater than the Conversion Price per share for five or more consecutive trading days, then, at any time within twenty (20) days thereafter, Borrower may demand the conversion of the original principal amount of this Note and, upon such demand, the principal amount of this Note shall be at converted in accordance with the election terms hereof and any accrued and unpaid dividends shall be paid by the Borrower to the Holder. Certificates evidencing shares of Common Stock issued upon conversion of this Note shall bear a legend indicating that the issuance of the Holder: (i) $.35 ("Maximum Base Price"); shares was not registered under applicable securities laws and that the shares may be resold only pursuant to a registration or (ii) seventy percent (70%) an exemption from registration. The Borrower covenants that it will at all times do any and all lawful thing necessary to effect the conversion of the average of the three lowest closing bid prices for the this Note, including without limitation, by proper corporate action taking all steps necessary to have available at all times during which this Note remains outstanding all Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever issuable upon conversion of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceNote.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's electionelection with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy eighty five percent (7085%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If , for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The (a) Any Class A Interest Holder shall have the right to convert all or any portion of its Class A Interest into HP Shares (the principal amount and "Conversion Right"). In the event that any Class A interest due under this Note into Shares Holder wishes to exercise its Conversion Right, it shall so notify the General Partner in writing (the"Conversion Notice"), specifying the percentage of the Borrower's Common Stock as set forth below. 2.1Class A Interest that it wishes to convert. Conversion into the Borrower's Common Stock. ------------------------------------------- Within ten (a10) The Holder shall have the right from and after 120 days after the issuance receipt of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, a Conversion Notice (the date of giving of such notice of conversion being a "Conversion Date"), the General Partner will issue and deliver to the holder, on the holder's written order, a certificate or certificates representing the number of full HP Shares issuable upon the conversion of the specified portion of the Class A Interest. Any fractional HP Shares arising upon a conversion will be settled as provided in paragraph (e) into of this Section 10.06. Each conversion will be deemed to have been effected on the Conversion Date and the person in whose name a certificate for HP Shares is to be issued upon a conversion will be deemed to have become the holder of record of the HP Shares represented by that certificate at such effective time. All HP Shares delivered upon conversion of all or any portion of the Class A Interest will, upon delivery, be duly and validly issued and fully paid and nonassessable shares nonassessable, free of all liens and charges and not subject to any preemptive rights. The portion of the Class A common stock Interest so converted will no longer be deemed to be outstanding and all rights of Borrower the holder with respect to that portion so converted will immediately terminate, except the right to receive the HP Shares and any Accrued Return. (b) Upon conversion, the holder of the Class A Interest so converted will receive that number of HP Shares as shall equal the percentage of the Class A Interest originally issued hereby represented by such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at Class A Interest so converted times $35,000,000 divided by the conversion price, which will initially be $21.00 and will be adjusted as defined in Section 2.1(b) hereof follows from time to time if any of the events described below occurs (the "Conversion Price")): (i) If the General Partner: (x) pays a dividend or makes a distribution on HP Shares in HP Shares; (y) subdivides the outstanding HP Shares into a greater number of HP Shares; or (z) combines the outstanding HP Shares into a smaller number of HP Shares, determined as provided herein. Upon delivery the Conversion Price in effect immediately prior to that event will be adjusted so that the Company holder of all or a Notice of Conversion, as described in Section 9 portion of the subscription agreement entered into between Class A Interest to be converted after that event will receive the Company and Holder relating to this Note (the "Subscription Agreement"), the terms number of HP Shares which are incorporated herein by this reference, such holder would have received as a result of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for event if the portion of the Note Class A Interest to be converted had been converted immediately before the happening of such event (or, if there is more than one such event, if the portion of the Class A Interest to be converted had been converted immediately before the first of those events and the holder had retained all the HP Shares or other securities or assets received after the conversion). An adjustment made pursuant to this Section 10.6(b)(i) will become effective immediately after the record date in the case of a dividend or distribution, and will become effective immediately after the effective date in the case of a subdivision or combination. If such dividend or distribution is declared but is not paid or made, the Conversion Price then in effect will be appropriately readjusted. However, a readjustment of the Conversion Price will not affect any conversion which takes place before the readjustment. (ii) If the General Partner issues rights or warrants to the holders of the HP Shares as a class entitling them to subscribe for or purchase HP Shares at a price per share less than the Conversion Price in effect on the record date for the determination of shareholders entitled to receive the rights or warrants, the Conversion Price in effect immediately before the issuance of the rights or warrants will be reduced in accordance with the foregoing. At the election of the Holderequation set forth on Exhibit C hereto, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)which is hereby incorporated by reference herein. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.10.6(b)

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. --------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 eighty ("Maximum Base Price"); or (ii) seventy percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) seventy percent (70%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder This debenture shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paidbe ------------------ convertible, to convert any outstanding and unpaid principal portion of this Notein whole or in part, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower the Company, at the option of Holder, upon the following terms: (a) Subject to the receipt of prior approval from the Mississippi Gaming Commission and any other gaming regulatory body whose approval is required, as such reasonably determined by counsel for the Company, Holder shall have the right, at its option, to convert all or part of the principal and accrued interest due under this debenture (the "Indebtedness") into shares of common stock exists on of the Company at a price, which shall be the lower of, [i] two and 33/100 dollars ($2.33) per share or [ii] the lowest price paid by any person to purchase shares of common stock in the Company, through conversion of debt or otherwise, after the date hereof. (b) To convert this debenture into shares of issuance the Company's common stock, Holder shall (i) surrender this debenture at the principal office of this Notethe Company, duly endorsed in blank, and (ii) give written notice to the Company that it elects to convert all, or any shares part of capital stock of Borrower into this debenture, which such stock notice shall hereafter specify the portion hereof to be changed or reclassified (the "Common Stock") at the conversion priceconverted. As promptly as possible thereafter, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to Holder certificates representing the Holder within three (3) business days from the Conversion Date that number of its common shares into which this debenture has been converted. Thereupon, accrued interest and the principal amount of Common Stock for this debenture, or the portion of thereof converted, shall be deemed to have been satisfied and discharged, and the Note common shares into which this debenture shall be so converted shall be fully paid and non-assessable shares. In the event this debenture has not been converted in accordance with the foregoing. At the election of the Holderfull, the Company will shall issue and deliver accrued but unpaid interest on the Note through the Conversion Date directly to Holder a new debenture identical to the Holder on or before the Delivery Date (as defined one surrendered, except that it shall be in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of correct principal amount after the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Pricepartial conversion. (bc) Subject to adjustment as provided in Section 2.1(c) hereof, The conversion rights created by this debenture are non-assignable without the Conversion Price per share written consent of the Company. All shares issued upon the exercise of the conversion rights created by this debenture shall be at subject to that certain Registration Rights Agreement between Holder and the election Company a copy of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing which is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Priceattached as Exhibit B hereto.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.13.1. Conversion into the Borrower's Common Stock. -------------------------------------------. (a) The To the extent that Advances have been made hereunder, the Holder shall have the right right, but not the obligation, from and after 120 days after the issuance of this Note date hereof, and then at any time until this Note is fully paidthe Maturity Date, to convert any outstanding and unpaid the principal portion of this Note, the Advances made hereunder and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") and fees due and payable into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price, Conversion Price as defined in Section 2.1(b) hereof below. In the event that the Holder elects to convert this Note into Common Stock (to the "Conversion Price"extent permitted herein), determined as provided herein. Upon delivery the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Company Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Note principal, interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Advances, interest and fees as described entered in Section 9 its records and shall provide written notice thereof to the Borrower within 2 business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the subscription agreement entered into between Borrower in accordance with the Company and Holder relating to this Note provisions hereof shall be deemed a Conversion Date (the "Subscription AgreementCONVERSION DATE"), . A form of Notice of Conversion that may be employed by the terms Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the shares of which are incorporated herein the Common Stock issuable upon conversion of the Note to the Holder by this reference, crediting the account of the Holder's written request for conversion, Borrower shall issue and deliver to designated broker with the Holder Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days from after receipt by the Borrower of the Notice of Conversion Date that number (the "DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the shares of Common Stock for issuable upon such conversion shall be deemed to have been issued upon the portion date of receipt by the Borrower of the Note converted in accordance with Notice of Conversion. The Holder shall be treated for all purposes as the foregoing. At record holder of such Common Stock, unless the election of Holder provides the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly Borrower written instructions to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Pricecontrary. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the The Conversion Price per share shall be at $.30 (the election "CONVERSION PRICE"); provided, however that for every $2 million of conversions made hereunder, the Conversion Price thereafter shall be adjusted to equal 100% of the Holder: average closing price for the three days prior to the last day of the period during which such $2 million has been converted. The Conversion Price is subject to further adjustment as provided in Section 3.1(e) hereof. If after the Default Notice Period (as defined below) the Borrower has not repaid in full the amounts then due hereunder or cured the Event of Default, then the Conversion Price shall be reduced and shall be equal to the lower of (i) $.35 ("Maximum Base the Conversion Price"); or (ii) seventy eighty percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal MarketPRINCIPAL MARKET"), or if not then trading on a Principal Market, such any securities exchange or other principal securities market or exchange where on which the Common Stock is then being listed or traded, for the ten (10) trading days prior to but not including the Conversion Date. (c) 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 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 held by such holder and 4.99% of the outstanding shares of Common Stock of the Borrower. If For the Principal Market does not report bid pricespurposes of the immediately preceding sentence, then the closing price beneficial ownership shall be substituted for determined in accordance with Section 13(d) of the bid price referred to Exchange Act and Regulation 13d-3 thereunder. The Holder may void the conversion limitation described in this section upon an Event of Default hereunder. (d) The Borrower understands that a delay in the delivery of the shares of Common Stock in the form required pursuant to this Article beyond the Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Borrower agrees to pay late payments to the Holder for late issuance of the such shares in the form required pursuant to this Article III upon conversion of the Note, in the amount equal to the greater of (i) $500 per business day after the Delivery Date and (ii) the Borrower's actual damages from such delayed delivery. The Borrower shall pay any payments incurred under this Section 2.1(b)(iiin immediately available funds upon demand and, in the case of actual damages, accompanied by reasonable documentation of the amount of such damages. (e) when determining The Conversion Price and number and kind of shares or other securities to be issued upon conversion shall be subject to adjustment from time to time upon the Conversion Price.happening of certain events while this conversion right remains outstanding, as follows:

Conversion Rights. The Holder Holders of Securities shall have the right at any time prior to the close of business on December 15, 2026 (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the redemption date), at their option, to cause the Conversion Agent to convert the principal amount and interest due under this Note into Shares Securities, on behalf of the Borrower's converting Holders, into shares of Nuevo Common Stock as set forth below. 2.1. Conversion into in the Borrower's Common Stock. -------------------------------------------manner described herein on and subject to the following terms and conditions: (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or Securities will be convertible at the Holder's election, office of the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Agent into fully paid and nonassessable shares of Class A common stock Nuevo Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Securities for a portion of Borrower as such stock exists the Debentures theretofore held by the Trust on the date basis of issuance one Security per $50 principal amount of this NoteDebentures, or any and immediately convert such amount of Debentures into fully paid and nonassessable shares of capital stock Nuevo Common Stock at an initial rate of Borrower into 0.8421 shares of Nuevo Common Stock per $50 principal amount of Debentures (which such stock shall hereafter be changed or reclassified (the "is equivalent to a conversion price of $59.375 per share of Nuevo Common Stock") at , subject to certain adjustments set forth in Sections 7.3 and 7.4 of the conversion priceSupplemental Indenture (as so adjusted, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject In order to adjustment as provided in Section 2.1(c) hereof, convert Securities into Nuevo Common Stock the Holder shall submit to the Conversion Price per share shall be Agent at the election office referred to above an irrevocable request to convert Securities on behalf of such Holder (the "Conversion Request"), together, if the Securities are in certificated form, with such certificates. The Conversion Request shall (i) set forth the number of Securities to be converted and the name or names, if other than the Holder, in which the shares of Nuevo Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures on behalf of such Holder, into Nuevo Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Trust of the Holder: 's election to exchange Securities for a portion of the Debentures held by the Trust and the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify Nuevo of the Holder's election to convert such Debentures into shares of Nuevo Common Stock. If a Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in whose name the Security is registered at the close of business on such record date, and (iother than a Security or a portion of a Security called for redemption on a redemption date occurring after such record date and on or prior to such Distribution payment date) $.35 when so surrendered for conversion, the Security must be accompanied by payment of an amount equal to the Distribution payable on such Distribution payment date. Except as provided above, neither the Trust nor the Sponsor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accumulated on the Securities (including any Additional Amounts accumulated thereon) surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Nuevo Common Stock issued upon such conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day on which a Notice of Conversion relating to such Securities is received by the Trust in accordance with the foregoing provision (the "Maximum Base PriceConversion Date"); . The Person or (ii) seventy percent (70%) Persons entitled to receive Nuevo Common Stock issuable upon conversion of the average Debentures shall be treated for all purposes as the record holder or holders of the three lowest closing bid prices for the such Nuevo Common Stock for the thirty (30) trading days prior to but not including at such time. As promptly as practicable on or after the Conversion Date, on Nuevo shall issue and deliver at the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever office of the foregoing Conversion Agent a certificate or certificates for the number of full shares of Nuevo Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (c) Each Holder of a Security by his acceptance thereof appoints the Person serving as Conversion Agent under the Declaration as "Conversion Agent" for the purpose of effecting the conversion of Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities from time to time for Debentures held by the Trust in connection with the conversion of such Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Nuevo Common Stock and thereupon to deliver such shares of Nuevo Common Stock in accordance with the provisions of this Section and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount. (d) No fractional shares of Nuevo Common Stock will be issued as a result of conversion, but in lieu thereof, such fractional interest will be paid in cash by Nuevo to the Conversion Agent, which in turn will make such payment to the Holder or Holders of Securities so converted. (e) Nuevo shall at all times reserve and keep available out of its authorized and unissued Nuevo Common Stock, solely for issuance upon the conversion of the Debentures, free from any preemptive or other similar rights, such number of shares of Nuevo Common Stock as shall from time to time be issuable upon the conversion of all the Debentures then outstanding. Notwithstanding the foregoing, Nuevo shall be entitled to deliver upon conversion of Debentures, shares of Nuevo Common Stock reacquired and held in the treasury of Nuevo (in lieu of the issuance of authorized and unissued shares of Nuevo Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Nuevo Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Trust shall deliver the shares of Nuevo Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of Nuevo and the Trust shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of Nuevo Common Stock (and all requirements to list Nuevo Common Stock issuable upon conversion of Debentures that are at the time the principal trading exchange or market for the Common Stock, the "Principal Market"applicable), or if not then trading on a Principal Market, such other principal market or exchange where the in order to enable Nuevo to lawfully issue Nuevo Common Stock is listed to the Trust upon conversion of the Debentures and the Trust to lawfully deliver Nuevo Common Stock to each Holder upon conversion of the Securities. (f) Nuevo will pay any and all taxes that may be payable in respect of the issue or tradeddelivery of shares of Nuevo Common Stock on conversion of Debentures and the delivery of the shares of Nuevo Common Stock by the Trust upon conversion of the Securities. If Nuevo shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the Principal Market does not report bid pricesissue and delivery of shares of Nuevo Common Stock in a name other than that in which the Securities so converted were registered, then the closing price and no such issue or delivery shall be substituted for made unless and until the bid price referred person requesting such issue has paid to the Trust the amount of any such tax, or has established to the satisfaction of the Trust that such tax has been paid. (g) Nothing in the preceding Paragraph (f) shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Securities or set forth in this Section 2.1(b)(ii) when determining Annex I to the Conversion PriceDeclaration or to the Declaration itself or otherwise require the Institutional Trustee or the Trust to pay any amounts on account of such withholdings.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder Wisdom & Wealth shall have the right from time to time, and after 120 days after the issuance of this Note and then at any time until this Note is fully paidduring the period beginning on the Exchange Approval Date and ending on the Maturity Date, to convert all or any part of the outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Loan Balance into fully paid and nonassessable non-assessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, Common Stock (or any shares of capital stock or other securities of Borrower the Guarantor into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock"reclassified) at the conversion price, as defined in Section 2.1(b) hereof Conversion Price (a “Conversion”). All interest which may accrue on the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted Loan Balance in accordance with the foregoing. At the election terms of the Holder, Loan Modification shall be paid by the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly Borrower in cash and shall not be subject to the Holder on or before the Delivery Date any Conversion. (as defined in the Subscription Agreement). b) The number of shares of Common Stock to be issued upon each conversion of this Note Conversion shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceAmountby the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to Guarantor by Wisdom & Wealthin accordance with Section 2(c) below (the “Conversion Date”). (bc) Subject to adjustment as provided in Section 2.1(c) hereofthe provisions of this Agreement, the Loan Balance may be converted by Wisdom & Wealthfrom time to time by submitting to the Guarantor a Notice of Conversion Price per share by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date. The Loan Balance may only be converted by Wisdom & Wealth, and the Guarantor shall be at the election of the Holder: have no obligation to facilitate a Conversion (i) $.35 ("Maximum Base Price"); which provides for the issuance of the Conversion Shares to any other Person, or (ii) seventy percent (70%if the Notice of Conversion has not been completed by Wisdom & Wealth in a manner so as to comply with the provisions of this Agreement and the exemption from registration of the Conversion Shares in accordance with Rule 3(a)(9) of the average Securities Act of 1933, as amended (the "Securities Act"). The Guarantor and Wisdom & Wealth shall maintain records showing the amount of the three lowest closing bid prices Loan Balance so converted and the dates of such Conversions. Upon receipt by the Guarantor fromWisdom & Wealth of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for Conversion as provided in this Agreement, the Guarantor shall issue and deliver or cause to be issued and delivered to or upon the order of Wisdom & Wealth certificates for the Common Stock Conversion Shares issuable upon such Conversion within three (3) business days after such receiptsubject to the provisions of Section 4 hereof. In lieu of delivering physical certificates representing the Conversion Shares issuable upon Conversion, provided the Guarantor is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (FAST) program, upon request of Wisdom & Wealth and its compliance with the provisions of this Agreement, the Guarantor shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares issuable upon a Conversion to Wisdom & Wealth by crediting the account of Wisdom & Wealth’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. (d) Providing that a Conversion is made in accordance with the terms of this Agreement, and assuming the required holding period under Rule 144 of the Securities Acthas been satisfied,the certificate representing the Conversion Shares shall be issued without restrictive legend in accordance with the provisions of Rule 3(a)(9) of the Securities Act; provided, however, that if Wisdom & Wealth is a Reporting Person (as that term is defined in Section 4 hereof), the Guarantor may place a control stock legend on the certificate representing the Conversion Shares. At its expense, the Guarantor shall deliver such opinions of counsel as its transfer agent deems necessary to facilitate the issuance of the certificates for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on Shares without a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricerestrictive legend.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's electionelection with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three four (34) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy eighty percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If , for the twenty (20) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty percent (80%) of the average of the three lowest closing prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have (a) Anything contained in the right Loan Agreement or the Note to convert the principal amount contrary notwithstanding, (i) the Foregone Prepayment Amount shall, from and interest due under this Note into Shares of after the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 Subsidiary's receipt of the subscription agreement entered corresponding Covered Net Equity Proceeds, be convertible in whole or in part into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for at the portion rate of $3.00 per share. The number and type of shares receivable upon conversion, and the Note converted conversion price per share, shall be subject to adjustment from time to time in accordance with Exhibit A attached hereto. In addition, in the foregoing. At event that the election of the HolderBorrower grants any weighted average, full ratchet or other such anti-dilution protection with respect to any securities generating Covered Net Equity Proceeds, the Company will deliver accrued but unpaid interest on Borrower shall be deemed simultaneously to have granted the same protection (measured against the conversion price per share under the Note through the Conversion Date directly from time to time) with respect to the Holder on or before coversion rights under the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceNote. (b) Subject All principal payments hereafter made under the Note shall be deemed to adjustment as provided be applied in Section 2.1(c) hereofrespect of the non-convertible portion of the Note until the non-convertible portion has been paid in full, and then to the convertible portion. Anything contained in the Note to the contrary notwithstanding, the Conversion Price per share Borrower shall be at required to give the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the Lender thirty (30) trading days days' notice prior to but not including any prepayment of any convertible portion of the Note, and the Lender shall retain the right to elect to convert all or any portion of such convertible principal prior to the date fixed by the Borrower for prepayment. (c) The shares of Common Stock issued and/or issuable upon conversion of the Note (the "Conversion DateShares") shall be entitled, on a pari passu basis with the NASD OTC Bulletin Boardsubject investors, NASDAQ SmallCap Marketto the most favorable registration rights granted to any investor providing any Covered Net Equity Proceeds, NASDAQ National Market System, American Stock Exchange and the Borrower shall promptly provide a copy of all registration rights agreements or New York Stock Exchange (whichever of other such undertakings which the foregoing is at Borrower provides or makes to investors providing Covered Net Equity Proceeds. In the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, event that no registration rights are granted to any such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid pricesinvestors, then the closing price Conversion Shares and the holders thereof from time to time shall be substituted for entitled to registration rights substantially equivalent to, and on substantially the bid price referred to in this Section 2.1(b)(ii) when determining same terms as, the Conversion PriceRegistration Rights Agreement (as if such agreement were executed and delivered on and as of the date of first receipt of any Covered Net Equity Proceeds).

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of principal balance due on this Note and then Note, in whole or in part, may be converted at any time until this Note is fully paid, prior to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, Maturity Date or the interest accrued on the Note, Prepayment Date (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock"if applicable) at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 option of the subscription agreement entered Holder into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms shares of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that Common Stock. The number of shares of Common Stock for issuable upon conversion of this Note under this Section 4(a) shall equal (i) the portion outstanding amount of principal due under this Note that the Holder elects to convert, divided by (ii) the then-applicable Conversion Price. (b) The entire principal balance due on this Note and each other 2011 Note may be converted at any time prior to the Maturity Date or the Prepayment Date (if applicable) at the option of the Requisite Holders into shares of Common Stock. The number of shares of Common Stock issuable upon conversion of this Note under this Section 4(b) shall equal (i) the outstanding amount of principal due under this Note, divided by (ii) the then-applicable Conversion Price. (c) The entire principal balance due on this Note and each other 2011 Note shall automatically be converted in accordance with into shares of Common Stock upon the foregoing. At the election consummation of a Sale of the HolderCompany. The number of shares of Common Stock issuable upon conversion of this Note under this Section 4(c) shall equal (i) the outstanding amount of principal due under this Note, divided by (ii) the then-applicable Conversion Price. (d) The Company will deliver accrued but shall pay Holder all unpaid interest on the this Note through the Conversion Date directly which has accrued up to the Holder on date immediately preceding the date upon which the conversion is effective, at the Company's sole option, either in cash or before by conversion into shares of Common Stock or a combination of the Delivery Date (as defined in the Subscription Agreement)foregoing. The number of shares of Common Stock to be issued upon each if the Company elects to pay some or all of the unpaid interest by conversion into shares of Common Stock shall be calculated as provided in Section 2 hereof. (e) In order to exercise the conversion privilege pursuant to Section 4(a), the Holder shall surrender this Note to the Company, accompanied by written notice of conversion in the form attached hereto as Exhibit A (or such other notice as is acceptable to the Company) that the Holder elects to convert this Note. Upon conversion of this Note pursuant to Section 4(b) or 4(c), the applicable amount of outstanding principal and accrued interest of the Note shall be determined converted without any further action by dividing the Holder and whether or not the Note is surrendered to the Company or its transfer agent. For a conversion pursuant to Section 4(a), this Note shall be deemed to have been converted immediately prior to the close of business on the day of surrender of this Note for conversion in accordance with the foregoing provisions (or, if the Note is not surrendered on a Business Day, immediately prior to the close of business on the next Business Day after surrender). For a conversion of this Note pursuant to Section 4(b), this Note shall be deemed to have been converted immediately prior to the close of business on the date the Company receives written notice from the Requisite Holders electing to convert the 2011 Notes (or, if the Company does not receive such notice on a Business Day, immediately prior to the close of business on the next Business Day after receiving notice), or such later date as shall be specified in such written notice from the Requisite Holders. For a conversion of this Note pursuant to Section 4(c), such conversion shall be deemed to have been made immediately prior to the Sale of the Company. At the effective time of conversion, the rights of the Holder as a holder of this Note shall cease (except with respect to the right to receive interest as provided in Section 4(d) and the right to receive a new note of like tenor for the unconverted principal amount of this Note if the Holder has elected pursuant to Section 4(a) to convert only a portion of the outstanding principal amount of this Note), and the person(s) or entity(ies) entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. The Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon such conversion unless such Note is either delivered to the Company or its transfer agent, or the Holder notifies the Company or its transfer agent that such Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify it from any loss incurred by it in connection with such Note. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification, issue and deliver at such office to such holder of such Note, a certificate or certificates for the securities to which the holder shall be entitled, together with payment for unpaid and accrued interest (if any) as provided in Section 4(d) and in lieu of any fraction of a share, as provided in Section 4(f). If the Holder has elected to convert only a portion of the principal (and interestamount outstanding on this Note, at the election Company shall also issue to the Holder a new Note of like tenor representing the balance of the Holder) unconverted principal portion of the Note to be converted, by the Conversion Pricethis Note. (bf) Subject The Company shall not issue fractional shares but shall pay in cash the portion of the amount of this Note that cannot be converted into a whole share. (g) Notwithstanding anything in this Note to adjustment as provided in Section 2.1(c) hereofthe contrary, without prior approval by the Company's stockholders, the Conversion Price per share shall Note may not be at converted in whole or in part, as applicable, into shares of Common Stock if such conversion would result in the election Holder (either individually or as part of a group) owning, or having a right to acquire, more than 19.99% of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) outstanding shares of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Company's Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in foregoing limitation of this Section 2.1(b)(ii4(g) when determining shall become applicable to a proposed conversion by the Conversion PriceHolder, the Company shall, as soon as reasonably practicable following a request from the Holder, seek approval from its stockholders for such proposed conversion.

Conversion Rights. The (a) Subject to and upon compliance with the provisions of the Indenture, the Holder of Securities shall have be entitled, at such Holder’s option, at any time before the right close of business on August 20, 2013, to convert the Holder’s Securities (or any portion of the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note hereof which is fully paid$1,000 or an integral multiple thereof), to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving principal amount thereof or of such notice of conversion being a "Conversion Date") portion thereof, into duly authorized, fully paid and nonassessable shares of Class A common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") Company at the conversion price, as defined Conversion Rate in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, effect at the election time of the Holder) of the Note to be converted, by the Conversion Priceconversion. (b) In the case of a Security (or a portion thereof) called for redemption, such conversion right in respect of the Security (or such portion thereof) so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Fundamental Change for which the Holder exercises its Repurchase Right with respect to a Security (or a portion thereof), such conversion right in respect of the Security (or portion thereof) shall expire at the close of business on the Business Day preceding the Repurchase Date. Subject to certain conditions provided for in the Indenture, in certain circumstances, a Holder may receive an amount in cash or Common Stock, at the option of the Company, equal to the Make-Whole Premium, in addition to the shares of Common Stock issuable on conversion of such Security. (c) The Conversion Rate shall be initially equal to 37.0370 shares of Common Stock per $1,000 principal amount of Securities. The Conversion Rate shall be adjusted under certain circumstances as provided in the Indenture. (d) No fractional shares of Common Stock shall be issued upon conversion of any Securities. Instead of any fractional share of Common Stock which would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in Section 2.1(cthe Indenture. (e) hereofIf a Fundamental Change Effective Date occurs prior to August 20, the Conversion Price per share shall be at the election of the Holder: 2010, other than in connection with a Fundamental Change described in clause (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%3) of the average definition of “Change of Control,” and a Holder converts Securities in connection with such Fundamental Change, that Holder shall receive the Make-Whole Premium payable pursuant to Section 12.13 of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including Indenture consisting of an increase in the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceRate.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares 7.1 In lieu of exercise of any portion of the Borrower's Common Stock Warrants as set forth below. 2.1. Conversion into provided in Section 2.1 hereof, the Borrower's Common Stock. ------------------------------------------- Warrants represented by this Warrant Certificate (aor any portion thereof) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paidmay, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, election of the Holder's written request for conversion, Borrower shall issue and deliver to be converted into the Holder within three (3) business days from the Conversion Date that nearest whole number of shares of Common Stock for equal to: (1) the portion product of (a) the number of shares of Common Stock then issuable upon the exercise of the Note Warrants to be so converted and (b) the excess, if any, of (i) the Market Price Per Share (as determined pursuant to Section 9.2) with respect to the date of conversion over (ii) the Purchase Price in effect on the business day next preceding the date of conversion, divided by (2) the Market Price Per Share with respect to the date of conversion. For example, if the Market Price per Share on the date of conversion is $4.00 and the Purchase Price is $2.00, then the Holder would be entitled to receive 15,000 shares of Common Stock upon conversion of 30,000 Warrants. 7.2 The conversion rights provided under this Section 7 may be exercised in whole or in part and at any time and from time to time while any Warrants remain outstanding. In order to exercise the conversion privilege, the Holder shall surrender to the Company, at its offices, this Warrant Certificate accompanied by a duly completed Notice of Conversion in the form attached hereto as Exhibit B. The Warrants (or so much thereof as shall have been surrendered for conversion) shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Warrant Certificate for conversion in accordance with the foregoingforegoing provisions. At As promptly as practicable on or after the election of the Holderconversion date, the Company will shall issue and shall deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on (i) a certificate or before certificates representing the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note which the Holder shall be determined by dividing that entitled as a result of the conversion, and (ii) if the Warrant Certificate is being converted in part only, a new certificate of like tenor and date for the balance of the unconverted portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceWarrant Certificate. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The (a) Subject to and upon compliance with the provisions of this Debenture, prior to the Stated Maturity Date, the Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then right, at its option at any time until this Note is fully paidtime, to convert any outstanding and unpaid principal portion some or all of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date Debenture into such number of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock Common Stock as is obtained by: (i) adding (A) the principal amount of Borrower this Debenture to be converted and (B) the amount of any accrued but unpaid interest with respect to such portion of this Debenture to be converted; and (ii) dividing the result obtained pursuant to clause (i) above by the Conversion Price then in effect The rights of conversion set forth in this Section 5 shall be exercised by the Holder by giving written notice to the Company that the Holder elects to convert a stated amount of this Debenture into Common Stock and by surrender of this Debenture (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Debenture shall have been lost or destroyed) to the Company at its principal office (or such other office or agency of the Company as such stock exists the Company may designate by notice in writing to the Holder) at any time on the date set forth in such notice (which date shall not be earlier than the Company's receipt of issuance such notice), together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. (b) Promptly after receipt of the written notice referred to in Section 5(a) above and surrender of this NoteDebenture (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Debenture shall have been lost or destroyed), but in no event more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such portion of this Debenture. To the extent permitted by law, such conversion shall be deemed to have been effected, and the Conversion Price shall be determined, as of the close of business on the date on which such written notice shall have been received by the Company and this Debenture shall have been surrendered as aforesaid (or, in lieu thereof, an appropriate lost security affidavit has been delivered to the Company), and at such time, the rights of the Holder shall cease with respect to the principal amount and accrued interest of the Debentures being converted, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. (c) No fractional shares shall be issued upon any conversion of this Debenture into Common Stock. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 5(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the Market Price of such fractional share of Common Stock. In case the principal amount of this Debenture exceeds the principal amount being converted, the Company shall, upon such conversion, execute and deliver to the Holder, at the expense of the Company, a new Debenture for the principal amount of this Debenture surrendered which is not to be converted. (d) If the Company shall, at any time or from time to time while this Debenture is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the Conversion Price in effect immediately prior to the date upon which such change shall become effective, shall be adjusted by the Company so that the Holder thereafter converting this Debenture shall be entitled to receive the number of shares of Common Stock or other capital stock which the Holder would have received if the Debenture had been converted immediately prior to such event upon payment of a Conversion Price that has been adjusted to reflect a fair allocation of the economics of such event to the Holder, without regard to any conversion limitation specified in this Section 5. Such adjustments shall be made successively whenever any event listed above shall occur. (e) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion of this Debenture such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon conversion of this Debenture, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 5, and the other obligations under this Debenture. The provisions of this paragraph (e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (f) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 5(d)), or subscription rights or Debentures, the Conversion Price to be in effect after such payment date shall be determined by multiplying the Conversion Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or Debentures, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price immediately prior to such payment date. Such adjustment shall be made successively whenever such a payment date is fixed. (g) An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (h) In the event that, as a result of an adjustment made pursuant to this Section 5, the Holder shall become entitled to receive any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Company other than shares of Common Stock, the number of such other shares so receivable upon conversion of this Debenture shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in this Debenture. (i) Except as provided in Section 5(j) hereof, if and whenever the Company shall issue or sell, or is, in accordance with any of Sections 5(i)(i) through 5(i)(viii) hereof, deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then and in each such case (a "Trigger Issuance") at the conversion pricethen-existing Conversion Price, shall be reduced, as defined in Section 2.1(b) hereof (of the "Conversion Price")close of business on the effective date of the Trigger Issuance, to a price determined as provided herein. Upon delivery to follows: Adjusted Conversion Price = (A x B) + D ----------- A+C where "A" equals the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion outstanding, including Additional Shares of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date Common Stock (as defined in the Subscription Agreement). The number of shares of Common Stock below) deemed to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interesthereunder, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, immediately preceding such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.Trigger Issuance;

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have of this Debenture has the right from and after 120 days after (the issuance of this Note and then "Conversion Right"), exercisable at his, her or its option at any time until during which the principal amount of this Note Debenture is fully paidoutstanding, to convert any outstanding and unpaid principal portion this Debenture, but only in whole, into _____________ (___________) shares of Common Stock, subject to adjustment in certain circumstances as provided herein. (b) The Conversion Right is exercisable upon surrender of this NoteDebenture, and/or together with a conversion notice, in the form attached hereto as Exhibit A, duly executed and completed, evidencing the election of the Holder to exercise the Conversion Right, at the HolderCompany's electionprincipal office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Bohemia, New York 11716. The registered owner of this Debenture shall become the interest accrued on record holder of the Note, (shares of Common Stock issuable upon conversion as of the date of giving exercise of such notice of conversion being a the Conversion Right (the "Conversion Date"). The shares issued in connection with the Conversion Right shall be registered initially in the name of the Holder, and delivered to the Holder no later than two (2) into fully business days after receipt of a properly completed conversion notice. Upon conversion, the Company shall pay to the Holder accrued but unpaid interest on this Debenture up to, but excluding, the Conversion Date. At the option of the Holder, such accrued but unpaid interest shall be paid and nonassessable either (a) in cash or (b) by the issuance by the Company to the Holder of shares of Class A common stock Common Stock into which Accrued Interest Debentures would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures had been issued to the Holder on such date in payment of Borrower as such stock exists interest and such Accrued Interest Debentures were converted by the Holder immediately thereafter. Unless the Holder gives the Company not less than 10 days' prior written notice of the exercise of such option, the Holder shall be deemed to have irrevocably elected to receive payment of such interest in cash. Any exercise or deemed exercise of such option shall be binding on any subsequent Holder of this Debenture. (c) In case, at any time or from time to time after the date of issuance of this NoteDebenture ("Issuance Date"), the Company shall issue or any sell shares of capital stock its Common Stock (other than any Common Stock issuable upon the exercise or conversion of Borrower into which such stock shall hereafter be changed (i) the Debentures (and any replacement Debenture or reclassified Debentures issued upon transfer or exchange of this Debenture), (ii) any Accrued Interest Debentures (and any replacement Accrued Interest Debenture or Accrued Interest Debentures issued upon transfer or exchange of the Accrued Interest Debentures), (iii) the Company's Amended and Restated Class B 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Common StockClass B Debentures") at (and any replacement Class B Debenture or Class B Debentures issued upon transfer or exchange of the conversion priceClass B Debentures), as defined (iv) any additional securities issued in Section 2.1(b) hereof lieu of cash interest otherwise payable on the Class B Debentures (the "Conversion Class B Accrued Interest Debentures") (and any replacement Class B Accrued Interest Debenture or Class B Accrued Interest Debentures issued upon transfer or exchange of the Class B Accrued Interest Debentures), (v) securities outstanding on the date hereof, (vi) awards made pursuant to the Company's Stock Compensation Program (the "Plan"), (vii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Directors or by the Compensation Committee of the Company's Board of Directors, (viii) the Company's Series G Warrants, (ix) the Company's Series H Warrants, or (x) the Company's Series I Warrants) (such securities, collectively, the "Subject Securities") for a consideration per share less than $.52 per share ("Trigger Price"), determined or, if a Pro Forma Adjusted Trigger Price (hereinafter defined) shall be in effect as provided herein. Upon delivery below in this paragraph (c), then less than such Pro Forma Adjusted Trigger Price per share, then and in each such case the Holder of this Debenture, upon the conversion hereof as provided in paragraph (a) hereof, shall be entitled to the Company of a Notice of Conversionreceive, as described in Section 9 lieu of the subscription agreement entered into between shares of Common Stock theretofore receivable upon the Company and Holder relating to conversion of this Note (the "Subscription Agreement")Debenture, the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that a number of shares of Common Stock determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this paragraph (c), and (b) multiplying the resulting quotient by the number of shares of Common Stock into which this Debenture is then convertible. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of shares of Common Stock of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purpose of this paragraph (c): (i) In case the Company splits its Common Stock or shall declare any dividend, or make any other distribution, upon any stock of the Company of any class payable in Common Stock, or in any stock or other securities directly or indirectly convertible into or exchangeable for Common Stock (any such stock or other securities being hereinafter called "Convertible Securities"), such split, declaration or distribution shall be deemed to be an issue or sale (as of the record date for such split, dividend or other distribution), without consideration, of such Common Stock or such Convertible Securities, as the case may be. (ii) In case the Company shall issue or sell any Convertible Securities other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the portion issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Note converted Company issuable upon the conversion or exchange of all such Convertible Securities. If the price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in accordance effect, less than such Price) as of the date of such issue or sale, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the foregoingpassage of time, in the amount of additional consideration, if any, payable to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the conversion or exchange of such Convertible Securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all such Convertible Securities which shall have been converted or exchanged. (iii) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock of any class other than the Subject Securities, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock issuable upon the exercise of such rights or options. At If the election price per share so determined shall be less than the Trigger Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than such Price) as of the Holderdate of such issue or sale, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, payable to the Company upon the exercise thereof, the Company will deliver accrued but unpaid interest Pro Forma Adjusted Trigger Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the Note through basis that the Conversion Date directly only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. (iv) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Convertible Securities other than the Subject Securities, such Convertible Securities shall be deemed, for the purposes of subparagraph (iii) above, to have been issued or sold for the total amount received or receivable by the Company as consideration for the granting of such rights or options plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, provided that, upon the expiration of such rights or options, if any thereof shall not have been exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made upon the basis that the only Convertible Securities so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised. (v) In case any shares of stock or other securities, other than Common Stock of the Company, shall at any time be receivable upon the conversion of this Debenture, and in case any additional shares of such stock or any additional such securities (or any stock or other securities convertible into or exchangeable for any such stock or securities) shall be issued or sold for a consideration per share such as to dilute the purchase rights evidenced by this Debenture, then and in each such case the Pro Forma Adjusted Trigger Price per share shall forthwith be adjusted, substantially in the manner provided for above in this paragraph (c), so as to protect the Holder of this Debenture against the effect of such dilution. (vi) In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deducting any expenses incurred and any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale. (vii) In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this paragraph (c), the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph (vii), it will, not less than seven (7) days after any and each such determination, deliver to the Holder on of this Debenture a certificate signed by the President or before a Vice President and the Delivery Date Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms. (viii) In case the Company shall take a record of the holders of shares of its stock of any class for the purpose of entitling them (a) to receive a dividend or a distribution payable in Common Stock or in Convertible Securities, or (b) to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Common Stock issued or sold or deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution, or the date of the granting of such rights of subscription, purchase or other acquisition, as defined in the Subscription Agreement). case may be. (ix) The number of shares of Common Stock to be outstanding at any given time shall include shares issuable in respect of scrip certificates issued upon each conversion in lieu of this Note fractions of shares of Common Stock, but shall be determined by dividing that portion exclude shares in the treasury of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceCompany. (bx) Subject to adjustment Following each computation or readjustment of a Pro Forma Adjusted Trigger Price as provided in Section 2.1(c) hereofthis paragraph (c), the Conversion newly computed or adjusted Pro Forma Adjusted Trigger Price per share shall be remain in effect until a further computation or readjustment thereof is required by this paragraph (c). (xi) In case at any time or from time to time after the election Issuance Date the holders of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.Company of any clas

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 eighty ("Maximum Base Price"); or (ii) seventy percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued("Maximum Base Price"); or (ii) eighty percent (80%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder At any time after issuance, each holder of Series F Preferred Stock shall have the right to convert the principal amount and interest due under this Note its shares of Series F Preferred Stock into Shares shares of the BorrowerCompany's Common common stock. For purposes of determining the Conversion Rate, each share of Series F Preferred Stock as set forth below. 2.1shall be deemed to have a value equal to $10 per share. The Conversion Price shall equal the average "bid" and "ask" price of the Company's common stock during the preceding thirty (30) day period discounted by a factor of twenty percent (20%). For example, if the Company's common stock is trading at a price of $4 per share during the preceding thirty (30) day period, the Conversion Price would be $3.20 per share. Accordingly if the Conversion Price is $3.20 per share, one share of the Company's Series F Preferred Stock can be converted into 3.125 shares of the BorrowerCompany's Common Stockcommon stock. ------------------------------------------- To exercise its voluntary conversion rights, the holder shall give written notice (athe "Conversion Notice") The Holder shall have to the right from and after 120 days after Company at the issuance Company's offices stating the number of this Note and then at any time until this Note is fully paid, shares that it wishes to convert any outstanding into common stock and unpaid principal portion the date that he wishes to use as the starting point for the calculation of this Note, and/or at the Holder's election, "bid" and "ask " price calculated during the interest accrued on preceding thirty day period. The date specified as the Note, (starting date shall not be more than 10 days from the date of giving of such the Conversion Notice. The conversion shall be deemed to have occurred on the date the Company receives a notice of conversion being a election from the holder (the "Conversion Date") into fully paid and nonassessable ), so that the rights of the holder shall be treated for all purposes as having become the record holder of shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Noteconversion date. Any accrued but unpaid dividends outstanding on the Conversion Date shall be paid, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 option of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement")Company, the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of in cash or shares of the Company's common stock. In the case of any consolidation or merger of the Company with any other corporation (other than a wholly owned subsidiary), or in the case of a sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange whereby the Common Stock for the portion of the Note is converted in accordance with the foregoing. At the election of the Holderinto other securities or property, the Company will deliver accrued but unpaid interest on be required to make appropriate provisions so that the Note through holder of each share of Series F Preferred Stock then outstanding will have the Conversion Date directly right thereafter to convert such shares of Series F Preferred Stock into the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number kind and amount of shares of Common stock and other securities and property receivable by the common stockholder upon such consolidation, merger, sale, transfer or share exchange. If the holders of a majority of the Series F Preferred Stock do not consent to such conversion, the Company will be required to redeem ( per Redemption in Section 7 of this Article F below) such shares so held before and such merger, consolidation or share exchange occurs. In connection with the forgoing adjustments, no fractional shares will be issued upon each conversion and, in lieu of this Note shall be determined by dividing that portion any fractional share, cash in an amount based on the then applicable market value as defined below of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock will be paid. The holder of record of a share of Series F Preferred Stock on a record date with respect to the payment of a dividend on the Series F Preferred Stock shall be entitled to receive such dividends on such share of Series F Preferred Stock on the corresponding Dividend Payment Date, notwithstanding the conversion thereof after such record date or default by the Company in the payment of the dividend payable on such Dividend Payment Date. However, shares of Series F Preferred Stock surrendered for conversion during the period from the close of business on any record date for the thirty (30) trading days prior to but not including the Conversion Date, payment of a dividend on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Series F Preferred Stock Exchange or New York to the opening of business on the corresponding Dividend Payment Date (except a share of Series F Preferred Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market called for the Common Stock, the "Principal Market"), or if not then trading redemption on a Principal Market, redemption date during such other principal market period) must be accompanied by payment of an amount equal to the dividend payable on such due date. Holders of record of shares of Series F Preferred Stock on a record date with respect to the payment of a dividend on the Series F Preferred Stock who convert such shares on or exchange where after the Common Stock is listed or traded. If corresponding Dividend Payment Date will receive the Principal Market does dividend payable by the Company on such date and need not report bid prices, then include payment in the closing price shall be substituted amount of such dividend upon surrender of such shares for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Priceconversion.

Conversion Rights. The Holder shall have the right to convert the outstanding principal amount and interest due under this Note into Shares of the Borrower's Common Stock Stock, no par value per share ("Common Stock") as set forth below. 2.1. Conversion into the Borrower's Common Stock. -------------------------------------------. (a) The Subject to the terms of this Note, the Holder shall have the right from and after 120 days after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election, election of the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms a form of which are incorporated herein by this reference, of the Holder's written request for conversionis annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note and interest to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereofthis Note and the Subscription Agreement, the Conversion Price per share of Common Stock shall be at the election lesser of the Holder: (i) $.35 0.15 ("Maximum Base Conversion Price"); , or (ii) seventy percent (70%) 75% of the average of the three lowest closing bid volume weighted average prices for of the Common Stock as reported by Bloomberg L.P. for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid pricesfor the three trading days preceding a Conversion Date. (c) The Maximum Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder In addition to the Conversion Rights discussed in paragraph 4 above, the holder shall have the following rights: a) Should the Holder elect to exercise his right to convert conversion, the principal amount and interest due under this Note into Shares corporation shall pay in cash upon delivery of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance Certificate any accrued interest on said debenture less any value of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully dividend which has been declared but not paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of the election to convert. b) Should LINK.▇▇▇, ▇▇C. at any time during the conversion period have a capital reorganization, merger, consolidation, stock swap or sell substantially all of its assets to any person or corporation, then as part of such merger, consolidation or sale, provision shall be made for the Conversion Rights to be adjusted in such a manner as to provide for the protection of said rights so as to permit the conversion in as nearly equivalent a manner as set forth herein as is possible. LINK.▇▇▇, ▇▇C. shall reserve for issuance upon conversion sufficient, equivalent recapitalized equity to meet its obligations hereunder during the entire conversion period. c) Upon presentation to LINK.▇▇▇, ▇▇C. at the notice address of (1) a letter requesting conversion, (2) the Conversion Form, which is Exhibit "A" attached hereto and which provides for the cancellation of the Debenture upon issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) the original Debenture Agreement all duly executed; LINK.▇▇▇, ▇▇C. shall within 5 business days from issue a certificate for the Conversion Date that appropriate number of shares and send said certificate to the holder postage prepaid, registered mail, return receipt or any other manner agreed to by the holder and LINK.▇▇▇, ▇▇C. d) All shares of Common Stock for or other securities delivered upon the portion exercise of the Note converted in accordance with the foregoing. At the election rights of conversion shall be validly issued, fully paid and non-assessable. e) Irrespective of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on date of issuance and delivery of a certificate or before the Delivery Date (as defined in the Subscription Agreement). The number of certificates for any shares of Common Stock issuable upon the exercise of conversion rights, each person (including a corporation) in whose name any such certificate or certificates is to be issued upon each conversion will for all purposes be deemed to have become the holder of this Note shall be determined by dividing that portion record of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market")securities, or if not then trading and/or property represented thereby on the date on which a Principal Marketduly executed notice of exercise of conversion rights and the canceled underlying Debenture is delivered to the Company. f) The Holder is not, such other principal market or exchange where by virtue of ownership of the Common Stock is listed or traded. If convertible debenture, entitled to any rights whatsoever of a stockholder of the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceCompany.

Conversion Rights. The Holder shall have the right to convert the principal amount and accrued and unpaid interest due under this Note into Shares of the Borrower's Common Stock Stock, $.10 par value per share ("Common Stock") as set forth below. 2.1. 2.1 Conversion into the Borrower's Common Stock. -------------------------------------------. (a) The Holder shall have the right from and after 120 days after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election, election of the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms a form of which are incorporated herein by this reference, of the Holder's written request for conversionis annexed hereto, Borrower shall issue and deliver to the Holder within three five (35) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note and accrued interest to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election $.25. (c) The Conversion Price and number and kind of the Holder: (i) $.35 ("Maximum Base Price"); shares or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior other securities to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"be issued upon conversion determined pursuant to Section 2.1(a), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.Note remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note July 30, 2002, and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion DateCONVERSION DATE") into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at a conversion price per share equal to 75% of the average bid price for the stock for the 3 trading days preceding the notice of conversion price(the "CONVERSION PRICE"), subject to adjustment as defined provided in Section 2.1(b) hereof (the "Conversion Price"), determined as provided hereinhereof. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, Borrower of the Holder's written request for conversionconversion (a "Notice of Conversion"), the Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before within three (3) business days after receipt by the Delivery Date (as defined in Company of the Subscription Agreement)Notice of Conversion. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Conversion Price. (b) Subject The Conversion Price described in Section 2.1(a) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.follows:

Conversion Rights. The Holder shall have the right is entitled, at its option, at any time and from time to time while this Note remains outstanding, to convert the principal amount and interest due under this Note into Shares that number of shares of fully paid and nonassessable shares of Common Stock which is to be derived from dividing the Conversion Amount by the Conversion Price (the "Conversion Rate"). For purposes of this Note, the Conversion Amount shall mean the principal dollar amount of the Borrower's Common Stock Note being converted and, subject to adjustment as set forth below. 2.1. herein provided, the Conversion into the Borrower's Price shall be equal to $1.00 per share of Common Stock. -------------------------------------------Any such conversion shall be made in accordance with the following terms and conditions: (a) The Holder shall have the may exercise its right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding the Note by telecopying an executed and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such completed notice of conversion being (the "Notice of Conversion") to the Company and delivering the original Notice of Conversion and the original Note to the Company by express courier. Each business date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on . The Company will transmit the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of certificates representing shares of Common Stock for issuable upon conversion of the Note (together with a replacement Note representing the amount not so converted) to the Holder via express courier, by electronic transfer or otherwise within five (5) business days after the Conversion Date if the Company has received the original Notice of Conversion and Note being so converted by such date. In addition to any other remedies which may be available to the Holder, in the event that the Company fails to effect delivery of such shares of Common Stock within five (5) such business day period, the Holder will be entitled to revoke the Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of the Notice of Conversion. The Notice of Conversion and Note representing the portion of the Note converted in accordance with shall be delivered to the foregoing. At Company as herein below provided. (b) In the election event that the Common Stock issuable upon conversion of the Note is not delivered within five (5) business days of receipt by the Company of a valid Notice of Conversion and the Note to be converted, the Company shall pay to the Holder, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 principal amount of Note sought to be converted, $500 per day that the Company will deliver accrued but unpaid interest on shares of Common Stock are not delivered, which liquidated damages shall run from the Note through sixth business day after the Conversion Date directly up until the time that either the Conversion Notice is revoked or the Common Stock is delivered, at which time such liquidated damages shall cease. Any and all payments required pursuant to the Holder on or before the Delivery Date this paragraph shall be payable only in cash. (as defined in the Subscription Agreement). c) The number of shares of Common Stock issuable upon the conversion of the Note, and the Conversion Price shall be subject to adjustment as follows: (i) In case the Company shall (A) pay a dividend on Common Stock in Common Stock or securities convertible into, exchangeable for or otherwise entitling a Holder thereof to receive Common Stock, (B) declare a dividend payable in cash on its Common Stock and at substantially the same time offer its Shareholder a right to purchase new Common Stock (or securities convertible into, exchangeable for or otherwise entitling a Holder thereof to receive Common Stock) from proceeds of such dividend (all Common Stock so issued shall be deemed to have been issued as a stock dividend), (C) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (D) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (E) issue by reclassification of its Common Stock any shares of Common Stock of the Company, the number of shares of Common Stock issuable upon conversion of the Note immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive after the happening of any of the events described above that number and kind of shares as the Holder would have received had the Note been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subdivision shall become effective immediately after the close of business on the record date in the case of a stock dividend and shall become effective immediately after the close of business on the record date in the case of a stock split, subdivision, combination or reclassification. (ii) Any adjustment in the numbers of shares of Common Stock issuable hereunder otherwise required to be issued made by this paragraph 4.B.(c) will not have to be made if such adjustment would not require an increase or decrease in one (1%) percent or more in the number of shares of Common Stock issuable upon each conversion of this Note. (iii) Whenever the number of shares of Common Stock issuable upon the conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment is adjusted as provided in Section 2.1(c) hereofherein provided, the Conversion Price per share shall be at adjusted (to the election nearest cent) by multiplying such Conversion Price immediately prior to such adjustment by a fraction of which the Holder: numerator shall be the number of shares of Common Stock issuable upon the conversion of this Note immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable immediately thereafter. (d) In the case of any: (i) $.35 consolidation or merger of the Company into any entity ("Maximum Base Price"other than a consolidation or merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company); or , (ii) seventy percent (70%) sale, transfer, lease or conveyance of all or substantially all of the average assets of the three lowest closing bid prices for Company as an entirety or substantially as an entirety, or (iii) reclassification, capital reorganization or change of the Common Stock for (other than solely a change in par value, or from par value to no par value), in each case as a result of which shares of Common Stock shall be converted into the thirty right to receive stock, securities or other property (30) trading days including cash or any combination thereof), each Holder of a Note then outstanding shall have the right thereafter to convert Note only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale, transfer, capital reorganization or reclassification by a holder of the number of shares of Common Stock of the Company into which such Note would have been converted immediately prior to but not including the Conversion Datesuch consolidation, on the NASD OTC Bulletin Boardmerger, NASDAQ SmallCap Marketsale, NASDAQ National Market Systemtransfer, American capital reorganization or reclassification, ASSUMING such holder of Common Stock Exchange or New York Stock Exchange (whichever of the foregoing Company: (A) is at not an entity with which the time Company consolidated or into which such sale or transfer was made, as the principal trading exchange or market for the Common Stock, the case may be ("Principal Marketconstituent entity"), or an affiliate of the constituent entity, and (B) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer. If necessary, appropriate adjustment shall be made in the application of the provision set forth herein with respect to the rights and interest thereafter of the Holders, to the end that the provisions set forth herein shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Note. (e) The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers, capital reorganizations and reclassifications. The Company shall not then trading on a Principal Marketeffect any such consolidation, merger, sale or transfer unless prior to or simultaneously with the consummation thereof the successor Company or entity (if other than the Company) resulting from such consolidation, merger, sale or transfer shall assume, by written instrument, the obligation to deliver to the Company such shares of Common Stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive under this Section. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other principal market voluntary action, avoid or exchange where seek to avoid the Common Stock is listed observance or traded. If performance of any of the Principal Market does not report bid pricesterms to be observed or performed hereunder by the Company, then but will at all times in good faith assist in the closing price shall carrying out of all the provisions of this paragraph and in taking of all such action as may be substituted for necessary or appropriate in order to protect the bid price referred to in this Section 2.1(b)(ii) when determining conversion rights of the Conversion PriceHolders against impairment.

Conversion Rights. The Holder shall have At the time of any non-public sale of (i) shares of Common Stock (or any other class or series of capital stock of the Company), or (ii) any securities convertible into, or exchangeable for, or providing any right to convert the principal amount and interest due under this Note into Shares purchase Common Stock (or any other class or series of capital stock of the Borrower's Company) or securities convertible into or exchangeable for, shares of Common Stock as set forth below. 2.1. Conversion into (or any other class or series of capital stock of the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until Company), while this Note is fully paidoutstanding (any such financing being referred to herein as a "PRIVATE EQUITY FINANCING"), to the Holder may, but shall not be obligated to, convert any all (but not less than all) of the outstanding and unpaid principal portion amount of this Note, and/or and, at the Holder's electionoption, all (but not less than all) of the accrued and unpaid interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any into such number of whole shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified Conversion Stock (the "Common Stock") at the conversion price, as defined in Section 2.1(b7.2(d) hereof below) as the principal amount (and accrued and unpaid interest, if the "Holder elects to convert the same) will purchase at the Conversion Price"Price (as defined below in Section 7.2(c) below), determined as provided hereinupon the terms and subject to the conditions hereinafter specified. The Company agrees to give the Holder written notice (a "FINANCING NOTICE") of the contemplation of a Private Equity Financing, including all of the material terms and conditions thereof, not later than fifteen (15) days prior to the contemplated completion thereof. Upon receipt of such Financing Notice, the Holder may, by delivery to the Company of a Conversion Notice of Conversion, (as described defined in Section 9 of 7.2(b) below) not later than the subscription agreement entered into between date specified in the Company Financing Notice, which date shall not be earlier than the date seven (7) days after such Financing Notice and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within not be later than three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the contemplated completion of such Private Equity Financing, exercise its conversion rights hereunder. The Holder's Conversion Date, Notice in connection with a contemplated Private Equity Financing may expressly provide that the exercise of conversion rights as set forth therein is contingent upon the completion of such Private Equity Financing on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of terms and conditions described in the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceCompany's notice thereof.

Conversion Rights. The Holder shall have a) Any holder of this Note may convert all or any portion of the right to convert the outstanding principal amount and interest due under of this Note and accrued and unpaid interest thereon into Shares a number of shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- common stock, no par value per share (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price), as defined in Section 2.1(b) hereof computed by dividing such principal amount by $0.70 (the "Conversion Price"); provided, determined as provided hereinhowever, that any such conversion may occur only until the earlier of March 31, 2002 or, if the Common Stock trades at or above $1.40 per share for ten consecutive trading days, until the date, if any, that Borrower elects to terminate the holder's right to convert this Note. b) No fractional shares of Common Stock shall be issued upon conversion of this Note. Upon delivery In lieu of Borrower issuing any fractional shares to the Company holder of this Note upon the conversion of this Note, Borrower shall pay to such holder the amount of outstanding principal and accrued but unpaid interest that is not so converted; provided, however, that no such amounts shall be required to be paid by Borrower prior to the Maturity Date. c) The Conversion Price for conversion of this Note pursuant to Section 6 shall be subject to adjustment from time to time as follows: (1) If Borrower should, at any time or from time to time while this Note is convertible, fix a record date for the effectuation of a Notice split or subdivision of Conversionthe outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock ("Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as described in Section 9 of such record date (or the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"date of such dividend distribution, split or subdivision if no record date is fixed), the terms Conversion Price of which are incorporated herein by this reference, of Note shall be appropriately decreased so that the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion issuable on conversion of each share of such series shall be increased in proportion to such increase of the Note converted in accordance aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents. (2) If the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to outstanding at any time after the date first set forth above is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for this Note shall be issued upon each appropriately increased so that the number of shares of Common Stock issuab1e on conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of decreased in proportion to such decrease in outstanding shares." 5. Section 7 is hereby added to the Note to be converted, by the Conversion Price. (b) Subject to adjustment provide as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy eighty percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty percent (80%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder Holders of Securities shall have the right at any time, at their option, to cause the Conversion Agent to convert the principal amount and interest due under this Note into Shares Securities, on behalf of the Borrower's Common converting Holders, into shares of Parent Stock as set forth below. 2.1. Conversion into in the Borrower's Common Stock. -------------------------------------------manner described herein on and subject to the following terms and conditions: (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or Securities will be convertible at the Holder's election, office of the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Agent into fully paid and nonassessable shares of Class A common stock Parent Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Securities for a portion of Borrower as such stock exists the Debentures theretofore held by the Trust on the date basis of issuance one Security per $27 principal amount of this NoteDebentures, or any and immediately convert such amount of Debentures into fully paid and nonassessable shares of capital stock Parent Stock at an initial rate of Borrower into 0.73 shares of Parent Stock per $27 principal amount of Debentures (which such stock shall hereafter be changed or reclassified is equivalent to a conversion price of $37 per share of Parent Stock, subject to certain adjustments set forth in the Indenture (the "Common Stock") at the conversion priceas so adjusted, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject In order to adjustment as provided in Section 2.1(c) hereof, convert Securities into Parent Stock the Holder shall submit to the Conversion Price per share shall be Agent at the election office referred to above an irrevocable request to convert Securities on behalf of such Holder (the "Conversion Request"), together, if the Securities are in certificated form, with such certificates. The Conversion Request shall (i) set forth the number of Securities to be converted and the name or names, if other than the Holder, in which the shares of Parent Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures on behalf of such Holder, into Parent Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Trust of the Holder: 's election to exchange Securities for a portion of the Debentures held by the Trust and the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Sponsor of the Holder's election to convert such Debentures into shares of Parent Stock. Holders of Securities at the close of business on a Distribution record date will be entitled to receive the Distribution payable on such Securities on the corresponding Distribution payment date notwithstanding the conversion of such Securities following such record date but prior to such distribution payment date. Except as provided above, neither the Trust nor the Sponsor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Securities, whether or not in arrears, (iincluding any Additional Amounts accrued thereon) $.35 surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Parent Stock issued upon such conversion, except to the extent that such shares are held of record on the record date for any such distributions. Securities shall be deemed to have been converted immediately prior to the close of business on the day on which a Notice of Conversion relating to such Securities is received by the Trust in accordance with the foregoing provision (the "Maximum Base PriceConversion Date"); . The Person or (ii) seventy percent (70%) Persons entitled to receive the Parent Stock issuable upon conversion of the average Debentures shall be treated for all purposes as the record holder or holders of the three lowest closing bid prices for the Common such Parent Stock for the thirty (30) trading days prior to but not including at such time. As promptly as practicable on or after the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever Sponsor shall issue and deliver at the office of the foregoing is at the time the principal trading exchange Conversion Agent a certificate or market certificates for the Common Stocknumber of full shares of Parent Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (c) Each Holder of a Security by his acceptance thereof appoints Firstar Bank, National Association. "Conversion Agent" for the purpose of effecting the conversion of Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price Conversion Agent shall be substituted acting as agent of the Holders of Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities from time to time for Debentures held by the bid price referred to Trust in connection with the conversion of such Securities in accordance with this Section 2.1(b)(iiand (ii) when determining to convert all or a portion of the Conversion PriceDebentures into Parent Stock and thereupon to deliver such shares of Parent Stock in accordance with the provisions of this Section and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) one dollar ($.35 1.00) ("Maximum Base Price"); or (ii) seventy eighty percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If , for the Principal Market does fifteen (15) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1 (b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares 6.1 In lieu of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance exercise of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted Warrants as provided in accordance with the foregoing. At the election of the HolderSection 2.1 hereof, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on Warrants represented by this Warrant Certificate (or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that any portion of the principal (and interestthereof) may, at the election of the Holder, be converted into the nearest whole number of shares of Series F Preferred Stock equal to: (1) the product of (a) the Note number of Warrants to be so converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(cthe number of shares of Series F Preferred Stock then issuable upon the exercise of each Warrant and (c) hereofthe excess, the Conversion Price per share shall be at the election if any, of the Holder: (i) $.35 the Market Price Per Share ("Maximum Base Price"); or as determined pursuant to Section 6.3) with respect to the date of conversion over (ii) seventy percent the Purchase Price in effect on the business day next preceding the date of conversion, divided by (70%2) the Market Price Per Share with respect to the date of conversion. 6.2 The conversion rights provided under this Section 6 may be exercised in whole or in part and at any time and from time to time while any Warrants remain outstanding. In order to exercise the conversion privilege, the Holder shall surrender to the Company, at its offices, this Warrant Certificate accompanied by a duly completed Notice of Conversion in the form attached hereto as Exhibit B. The Warrants (or so much thereof as shall have been surrendered for conversion) shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Warrant Certificate for conversion in accordance with the foregoing provisions. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to the Holder (i) a certificate or certificates representing the number of shares of Series F Preferred Stock to which the Holder shall be entitled as a result of the conversion, and (ii) if the Warrant Certificate is being converted in part only, a new certificate in principal amount equal to the unconverted portion of the Warrant Certificate. 6.3 As used herein, the "Market Price Per Share" with respect to any date shall mean the closing price per share of Company's Common Stock for the trading day immediately preceding such date. The closing price for each such day shall be the last sale price regular way or, in case no such sale takes place on such day, the average of the three lowest closing bid and asked prices for regular way, in either case on the principal securities exchange on which the shares of Common Stock of the Company are listed or admitted to trading, the last sale price, or in case no sale takes place on such day, the average of the closing bid and asked prices of the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Nasdaq or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market")any comparable system, or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed not reported on Nasdaq, or tradeda comparable system, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. If the Principal Market does such bid and asked prices are not report bid pricesavailable, then the closing price "Market Price Per Share" shall be substituted for equal to the bid price referred to fair market value of the Company's Common Stock as determined in this Section 2.1(b)(ii) when determining good faith by the Conversion PriceBoard of Directors of the Company.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.13.1. Conversion into the Borrower's Common Stock. ------------------------------------------------------------------------------------------- (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after 120 days after the issuance of this Note date hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") due and payable into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the fixed conversion price, price of $.80 subject to adjustment as defined provided in Section 2.1(b3.1(c) hereof (the "Conversion PriceFIXED CONVERSION PRICE"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and the Holder relating to this Note (the "Subscription AgreementPURCHASE AGREEMENT"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Fixed Conversion PricePrice as of the Conversion Date. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $750,000 and the Holder converted $100,000 of such original principal amount prior to the first Repayment Date, then (1) the principal amount of the Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be $50,000. (b) Subject In the event the Borrower has elected to adjustment as provided make any payment of the Monthly Amount in Section 2.1(c) hereofshares of Common Stock, the Conversion Price per share conversion price (the "CONVERSION PRICE") shall be at equal to the election lesser of the Holder: (i) $.35 ("Maximum Base Price"); or the Fixed Conversion Price and (ii) seventy percent (70%) 80% of the average of the three (3) lowest closing bid prices for of the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted (as defined herein) for the bid price referred to in this Section 2.1(b)(ii) when determining 30 trading day period immediately preceding the Conversion PriceRepayment Date.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 eighty ("Maximum Base Price"); or (ii) seventy percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) seventy percent (70%) percent of the average of the three lowest closing bid prices for the Common Stock on the Principal Market does Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the sixty (60) trading days prior to but not report bid pricesincluding the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have (a) Anything contained in the right Loan Agreement or the Note to convert the contrary notwithstanding, a portion of the Note equal to the Foregone Prepayment Amount (or, if less, the remaining portion of the principal amount balance of the Note which was not theretofore convertible) shall, from and interest due under this Note into Shares of after the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 Subsidiary's receipt of the subscription agreement entered subject Covered Net Equity Proceeds, become convertible in whole or in part into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for at a rate per share equal to 135% of the lowest price per share at which the Borrower issued any securities generating Covered Net Equity Proceeds; provided, however, that upon any conversion of all or any portion of the Tenix Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of into shares of Common Stock or other equity securities of the Borrower on or prior to January 31, 2008 at a price per share which is less than 74.074% of the then-effective conversion price applicable under this paragraph 3(a), then the conversion price applicable under this paragraph 3(a) shall thereupon be issued upon each reduced to a price equal to 135% of the conversion price applied in such conversion of this Note the Tenix Note. The number and type of shares receivable upon conversion, and the conversion price per share, shall be determined by dividing subject to adjustment from time to time in accordance with Exhibit A attached hereto. In addition, in the event that portion of the principal Borrower grants any weighted average, full ratchet or other such anti-dilution protection with respect to any securities generating Covered Net Equity Proceeds, the Borrower shall be deemed simultaneously to have granted the same protection (and interest, at measured against the election of the Holder) of conversion price per share under the Note from time to be converted, by time) with respect to the Conversion Priceconversion rights under the Note. (b) Subject All principal payments or prepayments hereafter made under the Note shall be deemed to adjustment as provided be applied in Section 2.1(c) hereofrespect of the non-convertible portion of the Note until the non-convertible portion has been paid in full, and then to the convertible portions in descending order of conversion price. Anything contained in the Note to the contrary notwithstanding, the Conversion Price per share Borrower shall be at required to give the election Lender thirty (30) days' notice prior to any prepayment of any convertible portion of the Holder: Note, and the Lender shall retain the right to elect to convert all or any portion of such convertible principal prior to the date fixed by the Borrower for prepayment. (c) The shares of Common Stock issued and/or issuable upon conversion of the Note (the "Conversion Shares") shall be entitled, on a pari passu basis with the subject investors, to the most favorable registration rights granted to any investor providing any Covered Net Equity Proceeds, and the Borrower shall promptly provide a copy of all registration rights agreements or other such undertakings which the Borrower provides or makes to investors providing Covered Net Equity Proceeds. In the event that no registration rights are granted to any such investors, then the Conversion Shares and the holders thereof from time to time shall be entitled to registration rights substantially equivalent to, and on substantially the same terms as, the Registration Rights Agreement (as if such agreement were executed and delivered on and as of the date of first receipt of any Covered Net Equity Proceeds). Notwithstanding the foregoing or any conflicting provision in the Registration Rights Agreement or in any registration rights granted to any other Person in connection with Covered Net Equity Proceeds, the registration statement covering the Conversion Shares shall also include all "Conversion Shares" as defined in the Amendment No. 2 forming a part of the Loan Agreement, and the Borrower shall use all commercially reasonable efforts to cause such registration statement to be filed with the SEC on or before February 29, 2008 and to become effective on or before April 30, 2008; and in the event that such registration statement is not filed with the SEC on or before February 29, 2008 or is not declared effective by the SEC on or before April 30, 2008, then the Borrower shall be liable to the Lender for late filing fees at a rate equal to the greater of (i) $.35 500 per calendar day ("Maximum Base Price"which shall be payable monthly in arrears on the last day of each calendar month, and upon the effectiveness of the registration statement) until the registration statement is declared effective (up to an aggregate maximum fee hereunder of $100,000); , or (ii) seventy percent the highest late filing fees payable to any investor providing any Covered Net Equity Proceeds (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior up to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"aggregate maximum), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder shall have At any time prior to the right Maturity Date, amounts outstanding under the Note and all sums, at any given time, due hereunder, shall, at the sole election of Lender and upon 5 days written notice to convert Borrowers and ALHI, be convertible in whole or in part, from time to time, into that number of shares of ALHI common stock calculated by dividing the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth belowby $10.00. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder 2.8.1 Any conversion shall have the right from and after 120 days after the issuance be exercised by written notice to ALHI at their principal place of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof business (the "Conversion PriceNotice"), determined as provided herein. Upon delivery to the Company . 2.8.2 Within five (5) days of a Notice of Conversion, as described in Section 9 its receipt of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement")Conversion Notice, the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower ALHI shall issue and deliver to the Holder within three (3) business days from address of the Conversion Date that number of shares of Common Stock for the portion holder of the Note converted as set forth herein (as such address may be modified from time to time in accordance with the foregoing. At the election records of the HolderALHI), the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly or to the Holder on holder's nominees, a certificate or before the Delivery Date (as defined certificates, substantially in the Subscription Agreement). The form as shown in Exhibit B attached hereto, for the number of shares of Common Stock to which such holder shall be issued entitled; provided, that ALHI shall not be obligated to issue to any Lender certificates evidencing the shares of Common Stock issuable upon each such conversion unless either the Note is delivered to ALHI for cancellation and reissuance in the proper amount or an affidavit of loss of the Note has been executed by the holder. In the event that the Note is converted in full, the Lender will execute satisfaction of mortgages and security interests in customary form supplied by the Borrowers at no expense to the Lender. 2.8.3 If ALHI shall declare and pay to the holders of the shares of Common Stock a dividend in shares of Common Stock, the Conversion Price in effect immediately prior to the date fixed for the determination of shareholders entitled to such dividends shall be proportionately decreased (adjusted to the nearest 1/100th of a share of Common Stock), such adjustment to become effective immediately after the date fixed for such determination. 2.8.4 If ALHI shall subdivide the outstanding shares of Common Stock into a greater number of shares of Common Stock or combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Conversion Price in effect immediately prior to such subdivision or combination, as the case may be, shall be proportionately increased or decreased (adjusted to the nearest 1/100th of a share of Common Stock), as the case may require, such increase or decrease, as the case may be, to become effective when such subdivision or combination becomes effective. 2.8.5 In the case of any reclassification or change of outstanding shares of Common Stock issuable upon the conversion of the Note, or in the case of any consolidation or merger of ALHI with or into another corporation, or in the case of any sale or conveyance to another corporation of all or substantially all of the property of ALHI, the holder of the Note shall have the right thereafter, so long as such holder's conversion right hereunder shall exist, to convert the Note in whole or in part, into the same kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock of ALHI into which the Note might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. 2.8.6 In case securities or property other than shares of Common Stock shall be issuable or deliverable upon the conversion as aforesaid, then all references in this Note Section shall be deemed to apply, so far as appropriate and as nearly as may be, to such other securities or property. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not be deemed to be a reclassification of the Common Stock of ALHI for the purposes of this subsection. 2.8.7 ALHI shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Note, the sufficiency of which shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by using the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder (a) Commencing on the Initial Issuance Date, each share of Preferred Stock Series A-2 may be converted at the option of the holder, at any time (except that, with respect to any shares of Preferred Stock Series A-2 which shall be called for redemption, such right shall terminate as provided in Section 6 hereof) into such number of shares of fully paid, non-assessable shares of Common Stock obtained by dividing the Stated Value by the Conversion Price (as hereinafter defined) in effect on the date of conversion (the "Conversion Date"), in accordance with and subject to the terms and conditions of this Section 8, and the right to receive, at the discretion of the Corporation, (i) an amount of cash in respect of all accrued and unpaid dividends on the share of Preferred Stock Series A-2 to be so converted (other than previously declared dividends payable to a holder of record on a prior Record Date, which dividends shall be paid by the Corporation to such holder on the next Dividend Payment Date) to the Conversion Date, whether or not declared; or (ii) an additional number of fully paid and non-assessable shares of Common Stock equal to the Stated Value of the Preferred Stock Series A-2 issuable pursuant to Section 3 hereof in respect of all accrued and unpaid dividends on the share of Preferred Stock Series A-2 to be so converted (other than previously declared dividends payable to a holder of record on a prior Record Date, which dividends shall be paid by the Corporation to such holder on the next Dividend Payment Date) to the Conversion Date, whether or not declared, divided by the Conversion Price, such shares to be issued concurrently with the issuance of the shares of Common Stock pursuant to Section 8(c) hereof. Subject to Section 6(f) hereof and this Section 8, a holder of shares of Preferred Stock Series A-2 shall have the right to convert the principal amount and interest due under all or any portion of such shares pursuant to this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then Section 8 at any time until this Note is fully paidand from time to time. Notwithstanding anything herein to the contrary, no shares of Preferred Stock Series A-2 may be converted by the holder thereof if the Corporation, at the time such holder delivers to the Corporation the instructions regarding such conversion pursuant to Section 8(c) hereof, does not have sufficient shares of authorized but unissued Common Stock available to convert any all of the then outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock (A) Preferred Stock Series A-2 pursuant to Section 8 hereof and (B) Preferred Stock Series A-1, Preferred Stock Series B and Preferred Stock Series C pursuant to the respective statements of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified rights thereof. (the "Common Stock"b) at the conversion price, as defined in Section 2.1(b) hereof (the The "Conversion Price")" shall initially equal $0.45154878399653600; provided, determined however, that such Conversion Price shall be adjusted and readjusted from time to time as provided herein. Upon delivery in this Section 8 and, as so adjusted and readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by this Section 8. (c) Subject to Section 8(a) hereof, upon surrender to the Company Corporation at the office of a Notice of Conversionthe transfer agent or such other place or places, if any, as described the Board of Directors may determine, of certificates duly endorsed to the Corporation or in Section 9 blank for shares of Preferred Stock Series A-2 to be converted together with appropriate evidence of the subscription agreement entered into between payment of any transfer or similar tax, if required, and written instructions to the Company Corporation requesting conversion of such shares and Holder relating specifying the name and address of the person, corporation, firm or other entity to this Note (the "Subscription Agreement")whom shares of Common Stock are to be issued upon conversion thereof, the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower Corporation shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion issuable upon conversion thereof as of the Note converted in accordance with the foregoingtime of such surrender and as promptly as practicable thereafter will deliver or cause to be delivered certificates for such shares of Common Stock. At the election of the HolderIn addition, the Company will deliver Corporation shall, at its discretion, (i) pay an amount of cash in respect of all accrued but and unpaid interest dividends on each share of Preferred Stock Series A-2 so surrendered for conversion (other than previously declared dividends payable to a holder of record on a prior Record Date, which dividends shall be paid by the Corporation to such holder on the Note through the Conversion Date directly to the Holder on next Dividend Payment Date); or before the Delivery Date (as defined in the Subscription Agreement). The ii) issue a number of shares of Common Stock equal to be issued upon the Stated Value of the Preferred Stock Series A-2 issuable pursuant to Section 3 hereof in respect of all accrued and unpaid dividends on each share of Preferred Stock Series A-2 so surrendered for conversion (other than previously declared dividends payable to a holder of this Note record on a prior Record Date, which dividends shall be determined paid by dividing that portion of the principal (and interest, at Corporation to such holder on the election of the Holdernext Dividend Payment Date) of the Note to be converted, divided by the Conversion Price. Upon surrender of a certificate representing shares of Preferred Stock Series A-2 to be converted in part, in addition to the foregoing, the Corporation shall also issue to such holder a new certificate representing any unconverted shares of Preferred Stock Series A-2 represented by the certificate surrendered for conversion. (bd) Subject No fractional shares of Common Stock shall be issued pursuant to this Section 8 and the number of shares of Common Stock shall be rounded down to the nearest whole number of shares; provided, however, that any such fractional shares to which a holder of Preferred Stock Series A-2 would otherwise be entitled shall be aggregated with any fractional shares otherwise issuable in connection with any subsequent conversion by such holder of shares of Preferred Stock Series A-2 and each time such fractional share shall equal one full share, such full share shall be issued to the holder entitled thereto. (f) The Conversion Price shall be subject to adjustment as provided in Section 2.1(cfollows: (i) hereofIf shares of Common Stock are issued as a dividend or other distribution on any class of stock of the Corporation, then the Conversion Price per share which would otherwise be in effect at the opening of business on the day following the date fixed for determination of shareholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the election close of business on the Holder: date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purpose of this paragraph (i) $.35 ("Maximum Base Price"); , the number of shares at any time outstanding shall include shares held by the Corporation if such dividend or distribution is paid or made in respect thereof. (ii) seventy percent If the Common Stock is subdivided into a greater or combined into a lesser number of shares of Common Stock, then the Conversion Price in effect immediately prior thereto, or immediately prior to the record date for such subdivision or combination if a record date is fixed, shall be proportionately adjusted so that it will bear the same relation to the Conversion Price in effect immediately prior to such subdivision or combination, or such record date, as the total number of shares of Common Stock outstanding immediately prior to such subdivision or combination, or such record date shall bear to the total number of shares of Common Stock outstanding immediately after such subdivision or combination or such record date. For purposes of this paragraph (70%ii), the number of shares at any time outstanding shall include shares held by the Corporation if such subdivision or combination affects such shares. (iii) In case of any capital reorganization of the average Corporation, or of any reclassification of the three lowest closing bid prices Common Stock, or in case of the consolidation of the Corporation with, or the merger of the Corporation into, any other corporation or of the sale of all or substantially all of the Corporation's properties and assets to any other corporation, then the shares of Preferred Stock Series A-2 shall after such capital reorganization, reclassification, consolidation, merger, or sale entitle the holder to receive upon conversion the number of shares of stock or other securities or property of the Corporation, or of the corporation resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which the holder of securities deliverable (at the time of such capital reorganization, reclassification, consolidation, merger, or sale) upon conversion of such shares would have been entitled upon such capital reorganization, reclassification, consolidation, merger or sale; and in any such case the provisions of this (iii) with respect to the rights and interests thereafter of the holders of the shares of Preferred Stock Series A-2 shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or any property thereafter deliverable on the conversion of the shares of Preferred Stock Series A-2. Any such adjustment which shall be approved by Board of Directors shall for all purposes of this paragraph conclusively be deemed to be an appropriate adjustment. The subdivision or combination of shares of Common Stock deliverable upon conversion of the shares of Preferred Stock Series A-2 at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not be deemed to be a reclassification of the Common Stock for the thirty purposes of this paragraph. (30iv) trading days prior For the purpose of this Section 8(f), shares of Common Stock or other securities held in the treasury of the Corporation shall not be deemed to but not including be outstanding, except as specifically provided herein, and the sale or other disposition of any shares of Common Stock or other securities held in the treasury of the Corporation shall be deemed an issuance thereof. (v) Anything in this Section 8(f) to the contrary notwithstanding, no adjustment of the Conversion Date, on Price shall be required in any case in which the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever amount of the foregoing is adjustment would be less than five cents but in such case any adjustment that would otherwise be required then to be made will be carried forward and made at the time and together with the principal trading exchange next subsequent adjustment which, together with any and all such adjustments so carried forward, shall amount to five cents or market more per share of Common Stock. Regardless of any subdivision or combination of shares of Common Stock, said amount of five cents shall not be proportionately decreased or increased. (vi) The certificate of the Corporation's independent public accountants shall be conclusive evidence of the correctness of any computation made under this Section 8(f). (vii) Notwithstanding anything herein to the contrary, no adjustment will be made to the Conversion Price by reason of the issuance of Common Stock upon the conversion of Preferred Stock Series A-2 pursuant to Section 8 hereof or upon the conversion of Preferred Stock Series A-1, Preferred Stock Series B or Preferred Stock Series C pursuant to the respective statements of rights thereof. (viii) No adjustment need be made for a change in the par value of the Common Stock. (g) Whenever the Conversion Price is adjusted, the "Principal Market"), or if not then trading on Corporation shall promptly mail to holders of Preferred Stock Series A-2 a Principal Market, notice of adjustment briefly stating the facts requiring the adjustment and the manner of computing such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Priceadjustment.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's electionIn connection with each New Financing, the interest accrued on Company and the Note, Special Finance Committee shall deliver a written notice to each holder of a Note no less than 15 days prior to the proposed closing date of such New Financing (the date of giving of such notice of conversion being a "Conversion New Financing Closing Date") into fully paid and nonassessable shares of Class A common stock of Borrower as setting forth such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement")proposed New Financing Closing Date, the terms of which are incorporated herein by this reference, of such New Financing and such other information as the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the Purchaser may request. All or any portion of the Note converted in accordance with principal amount of any Notes outstanding at the foregoing. At the election time of the Holder, the Company will deliver a New Financing (including all accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note thereon) shall be determined by dividing that portion of the principal (and interest, convertible at the election of the Holder) holders of a majority of the aggregate principal amount of such Notes, upon written notice of such election to the Company (including the principal amount to be converted in connection with such New Financing) no less than five (5) days prior to any proposed New Financing Closing Date, into the same securities (the "New Securities") offered in such New Financing at the same price at which such New Securities will be issued and sold in such New Financing, and subject to the same restrictions to which such New Securities are subject (including, without limitation, to the provisions of any subordination agreements governing such New Securities), to Independent Third Parties, on terms no less favorable to the holders of the Notes. For example, with respect to each Note to be convertedconverted (or any portion thereof), by the Conversion Priceholder of such Note shall receive New Securities with a value of $1 (which value shall equal the sale price of such New Securities at the time of the New Financing) in exchange for each $1 of principal amount and/or accrued interest. (b) Subject If all or any portion of the principal amount of the Notes (including all accrued but unpaid interest thereon) has not been converted on or prior to adjustment as provided in Section 2.1(c) hereofthe Commitment Termination Date, the Conversion Price per share interest rate on any such outstanding Notes (including all accrued but unpaid interest thereon) shall be at increase immediately to 18% (or, if less, the election highest rate permitted by law). With respect to any such Notes, any increase of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) interest rate resulting from the operation of this subparagraph shall continue until the earlier to occur of the average conversion of such Notes in accordance with Section 2.06(a) above or payment of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, full amount of principal and accrued interest on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceNotes.

Conversion Rights. The Any Holder shall be entitled at such Holder's option at any time, and from time to time to have all or any of the Convertible Voting Shares held by such Holder converted into Exchangeable Shares as the same shall be constituted at the time of conversion upon the basis of one Exchangeable Share for each Convertible Voting Share in respect of which the conversion right is exercised; provided that on conversion of any Convertible Voting Shares, the Holders thereof will not be entitled to convert any adjustment of dividends on such Convertible Voting Shares or on the Exchangeable Shares issuable on conversion. To effect such conversion right, the Holder shall present and surrender at the principal amount and interest due under this Note into Shares executive offices of the Borrower's Common Stock Company or at such other reasonable place as set forth below. 2.1. may be specified by the Board of Directors by notice to the holders of Convertible Voting Shares the certificate or certificates representing the Convertible Voting Shares in respect of which the Holder thereof desires to exercise such right of conversion, together with such other documents and instruments as may be required to effect a conversion of Convertible Voting Shares under the Act and the constating documents of the Company and such additional documents and instruments as the Company may reasonable require, and together with a duly executed statement (the "Conversion into Request") in the Borrower's Common Stock. -------------------------------------------form of Exhibit "A" hereto or in such other form as may be acceptable to the Company: (a) The specifying that the Holder shall desires to have all or any number specified therein of the Convertible Voting Shares represented by such certificate or certificates (the "Converted Shares") converted into Exchangeable Shares; and (b) stating the date on which the Holder desires to have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, Converted Shares converted into Exchangeable Shares (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as which shall be the 30th day (or, if such stock exists day is not a Business Day, the first Business Day thereafter) after the date on which the Conversion Request is received by the Company. The Conversion Request shall be executed by the person registered on the date books of issuance the Company as the holder of this Note, or any shares the Convertible Voting Shares in respect of capital stock of Borrower into which such stock right is being exercised or by his duly authorized attorney. The Holder shall hereafter be changed also pay any governmental, transfer or reclassified (the "Common Stock") at the conversion price, as defined other tax imposed in Section 2.1(b) hereof (the "Conversion Price"), determined as provided hereinrespect of such conversion. Upon delivery to receipt of such notice, the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue certificates representing the Exchangeable Shares upon the basis above prescribed and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At provisions hereof to the election registered holder of the Holder, Convertible Voting Shares represented by the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)certificate accompanying such notice. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion If less than all of the principal (and interest, at the election of the Holder) of the Note Convertible Voting Shares represented by any certificate are to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share Holder shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices entitled to receive a new certificate for the Common Stock Convertible Voting Shares representing the shares comprised in the original certificate which are not to be converted. All Exchangeable Shares resulting from any conversion provided for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price herein shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricefully paid and assessable.

Conversion Rights. The Holder shall have the right Borrower represents to convert the principal amount Lender that it intends to issue debt and interest due under this Note into Shares equity instruments, in form and substance acceptable to Lender if Lender is a member of the Borrower's Common Stock investor group (including through conversion as set forth below. 2.1. Conversion into herein), in the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance approximate total sum of this Note and then at any time until this Note is fully paid, up to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election$16,000,000, the interest accrued on proceeds of which are contemplated to be used to complete the NoteCzech Transaction, (the date and for other needs of giving of such notice of conversion being a Borrower, as set forth in Exhibit "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified H" (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion PriceNew Issue"). Attachment hereto does not constitute approval by Lender of the business plan. At the option of Lender, determined as provided herein. Upon delivery Lender may (i) require immediate repayment of all or a portion of sums due under the Note and Loan Documents pursuant to the Company of terms thereof from the first dollars received by Borrower from the New Issue, and/or (ii) convert all or a Notice of Conversion, as described in Section 9 portion of the subscription agreement entered into between unpaid principal sum due Lender under the Company Note to indebtedness and Holder relating equity, on a dollar for dollar basis, issued pursuant to this Note (the "Subscription Agreement")New Issue. In the event of such conversion, Lender shall be entitled to all benefits of the New Issue, on a pari passu basis with the other investors in the New Issue. In the event of such a conversion, the Warrants shall be converted to the terms of which are incorporated herein by this referencethe warrants, of in form and substance acceptable to Lender included within the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)New Issue. The number of shares of New Issue warrants issued in the event of conversion shall be the greater of (a) Warrants issued to Lender pursuant to the terms of this Agreement as to such sums converted, or (b) warrants convertible into shares of Common Stock which an investor in the New Issue who invests the converted sum would receive. Should the New Issue occur, Borrower shall provide written notice thereof and Holder shall, not less than (20) twenty days prior to the date the New Issue must be issued upon each conversion of this closed, be provided notice and all relevant documents comprising the New Issue. Holder shall, not less than five days prior to the New Issue closing date notify the Borrower if it desires to convert the Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) or require repayment of the Note from the proceeds of the New Issue. In the event Holder makes no election, the Loan Documents shall continue in full force and effect. In the event of conversion, all unpaid interest and other sums due under the Note, other than unpaid converted principal, shall be paid in full in cash on the date conversion occurs. The right to convert shall expire when all principal due pursuant to the Note is paid in full in conformance with the Loan Documents. Borrower may not prepay the principal obligation arising under the Note without the written consent of Holder. There shall be no penalty for authorized prepayment of the Note. Nothing herein shall excuse the Borrower from any payment or other obligations required under the terms of the Note or be deemed a waiver of any right or remedy granted Lender in the Loan Documents, including acceleration. A "Business Day" is any day that commercial banks are permitted to be converted, by the Conversion Price. (b) Subject to adjustment as provided open for business in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common StockCity, the "Principal Market")New York, or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.U.S.

Conversion Rights. The Holder (a) Commencing on the Initial Issuance Date, each share of Preferred Stock Series A-1 may be converted at the option of the holder, at any time (except that, with respect to any shares of Preferred Stock Series A-1 which shall be called for redemption, such right shall terminate as provided in Section 6 hereof) into such number of shares of fully paid, non-assessable shares of Common Stock obtained by dividing the Stated Value by the Conversion Price (as hereinafter defined) in effect on the date of conversion (the "Conversion Date"), in accordance with and subject to the terms and conditions of this Section 8, and the right to receive, at the discretion of the Corporation, (i) an amount of cash in respect of all accrued and unpaid dividends on the share of Preferred Stock Series A-1 to be so converted (other than previously declared dividends payable to a holder of record on a prior Record Date, which dividends shall be paid by the Corporation to such holder on the next Dividend Payment Date) to the Conversion Date, whether or not declared; or (ii) an additional number of fully paid and non-assessable shares of Common Stock equal to the Stated Value of the Preferred Stock Series A-1 issuable pursuant to Section 3 hereof in respect of all accrued and unpaid dividends on the share of Preferred Stock Series A-1 to be so converted (other than previously declared dividends payable to a holder of record on a prior Record Date, which dividends shall be paid by the Corporation to such holder on the next Dividend Payment Date) to the Conversion Date, whether or not declared, divided by the Conversion Price, such shares to be issued concurrently with the issuance of the shares of Common Stock pursuant to Section 8(c) hereof. Subject to Section 6(f) hereof and this Section 8, a holder of shares of Preferred Stock Series A-1 shall have the right to convert the principal amount and interest due under all or any portion of such shares pursuant to this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then Section 8 at any time until this Note is fully paidand from time to time. Notwithstanding anything herein to the contrary, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable no shares of Class A common stock of Borrower as such stock exists on Preferred Stock Series A-1 may be converted by the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (holder thereof if the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interestCorporation, at the election of time such holder delivers to the Holder) of Corporation the Note instructions regarding such conversion pursuant to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c8(c) hereof, the Conversion Price per share shall be at the election does not have sufficient shares of authorized but unissued Common Stock available to convert all of the Holder: then outstanding shares of (iA) $.35 Preferred Stock Series A-1 pursuant to Section 8 hereof and ("Maximum Base Price"); or (iiB) seventy percent (70%) Preferred Stock Series A-2, Preferred Stock Series B and Preferred Stock Series C pursuant to the respective statements of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricerights thereof.

Conversion Rights. The At any time during the term of this Note, the Holder shall have may deliver a written notification (the right "Notice of Conversion") to convert the Borrower setting forth the portion of the principal amount and of the Note and/or interest due under this Note into Shares of and payable (the Borrower's Common Stock as "Investment Amount") that the Holder exercises its conversion rights with respect thereto, subject to the terms and provisions set forth below. Notwithstanding, Borrower may, at its option, pay interest due and payable on the Note in cash or in freely tradable shares of Common Stock at the Conversion Price. 2.1. Conversion into the Borrower's Common Stock. --------------------------------------------------------------------------------------- (a) The Holder shall have the right right, but not the obligation, from and after 120 days after the issuance Borrower's receipt of this Note an Notice of Conversion or the occurrence of any Event of Default, as the case may be, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Notice of Conversion or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and/or at as the Holder's electioncase may be, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement Subscription Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Purchase Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 0.73 ("Maximum Base Price"); or (ii) seventy sixty percent (7060%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If , for the Principal Market does ten (10) trading days prior to but not report bid prices, then the closing price including Conversion Date. (c) The Conversion Price described above shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have may convert the right from and after 120 days after the issuance outstanding principal amount of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal (or a portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date"outstanding principal amount as provided in Section 4(c)) into fully paid and nonassessable shares of Class A common stock Common Stock of Borrower the Company (the "Conversion Shares") at any time, and from time to time, prior to the time the outstanding principal amount of this Note is paid in full (subject to the notice periods and conversion rights related thereto described elsewhere in this Note), at the Conversion Price (defined below) then in effect (collectively, the "Conversion Rights"); provided, however, that if the closing price of the Company's Common Stock as such stock exists quoted on Nasdaq on the Closing Date is greater than $12.00 per share, then the Holder will be precluded from exercising the conversion rights under this Note until the first anniversary date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the . The initial per share conversion price, as defined in Section 2.1(b) hereof price (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company ) shall be Fifteen and Holder relating to this Note no/100 Dollars (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement$15.00). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject Price is subject to adjustment as provided in Section 2.1(c5. (b) hereofThe provisions of this Note that apply to conversion of the outstanding principal amount of this Note also apply to a partial conversion of this Note. The Holder is not entitled to any rights of a holder of Conversion Shares until the Holder has converted this Note (or a portion thereof) into Conversion Shares, and only to the extent that this Note is deemed to have been converted into Conversion Shares under this Section 4. (c) To convert all or a portion of this Note, the Holder must (a) complete and sign a notice of election to convert substantially in the form of Exhibit I hereto (each, a "Conversion Price per share Notice"), (b) surrender the Note to the Company, and (c) furnish appropriate endorsements or transfer documents if required by the Company. The date on which the Holder satisfies all of such requirements is the conversion date (the "Conversion Date"). As soon as practicable, and in any event within ten (10) business days after the Conversion Date, the Company will deliver, or cause to be delivered, to the Holder a certificate for the number of whole Conversion Shares issuable upon such conversion and a check for any fractional Conversion Share determined pursuant to Section 4(d). The person in whose name the certificate for Conversion Shares is to be registered shall become the stockholder of record on the Conversion Date and, as of the Conversion Date, the rights of the Holder as to this Note shall cease as to the portion thereof so converted; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive the Conversion Shares upon such conversion as the stockholder of record of such Conversion Shares on such date, but such surrender shall be effective to constitute the person entitled to receive such Conversion Shares as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the election Conversion Price in effect on the date that this Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. In the case of a partial conversion of this Note, upon such conversion, the Company shall execute and deliver to the Holder, at the expense of the Company, a new Note in an aggregate principal amount equal to the unconverted portion of the principal amount. (d) No fractional Conversion Shares shall be issued upon exercise of the Conversion Rights. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion of this Note, the Company shall calculate and pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Conversion Price at the close of business on the Conversion Date. (e) The issuance of certificates for Conversion Shares upon exercise of any of the Conversion Rights shall be made without charge to the Holder for such certificates or for any tax in respect of the issuance of such certificates, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder; provided, however, that in the event that certificates for Conversion Shares are to be issued in a name or names other than the name of the Holder: (i) $.35 ("Maximum Base Price"), such Note, when surrendered for conversion, shall be accompanied by an instrument of transfer, in form satisfactory to the Company, duly executed by the Holder or his duly authorized attorney; and provided further, moreover, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name or (ii) seventy percent (70%) names other than that of the average Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the three lowest closing bid prices Company that such tax has been paid or is not applicable. (f) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Note, the full number of Conversion Shares then issuable upon the conversion in full of this Note. If the Company or an affiliate of the Company shall at any time after the date hereof and prior to the conversion of the Note in full issue any rights to subscribe for shares of Common Stock for or any other securities of the thirty (30) trading days prior Company or of such affiliate to but not including all the stockholders of the Company, the Holder of the unconverted portion of the Note shall be entitled, in addition to the shares of Common Stock or other securities receivable upon the Conversion Datethereof, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is to receive such rights at the time such rights are distributed to the principal trading exchange or market for other stockholders of the Common StockCompany, the "Principal Market"), or if not then trading to be calculated on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricean as-converted basis.

Conversion Rights. The Holder Holders of Securities shall have the right at any time prior to the close of business on ^ (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the redemption date), at their option, to cause the Conversion Agent to convert the principal amount and interest due under this Note into Shares Securities, on behalf of the Borrower's Common Stock as set forth below. 2.1. Conversion converting Holders, into the Borrower's shares of [Bay View Common Stock. -------------------------------------------] in the manner described herein on and subject to the following terms and conditions:] (a) [The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or Securities will be convertible at the Holder's election, office of the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Agent into fully paid and nonassessable shares of Class A common stock Bay View Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Securities for a portion of Borrower as such stock exists the Debentures theretofore held by the Trust on the date basis of issuance one Security per $^ principal amount of this NoteDebentures, or any and immediately convert such amount of Debentures into fully paid and nonassessable shares of capital stock Bay View Common Stock at an initial rate of Borrower into _____ shares of Bay View Common Stock per $^ principal amount of Debentures (which such stock shall hereafter be changed or reclassified is equivalent to a conversion price of $^ per share of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, subject to certain adjustments set forth in [Sections 7.3 and 7.4] of the Supplemental Indenture (the "Common Stock") at the conversion priceas so adjusted, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery ).] (b) [In order to convert Securities into Bay View Common Stock the Holder shall submit to the Company Conversion Agent at the office referred to above an irrevocable request to convert Securities on behalf of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and such Holder relating to this Note (the "Subscription AgreementConversion Request"), together, if the terms Securities are in certificated form, with such certificates. The Conversion Request shall (i) set forth the number of Securities to be converted and the name or names, if other than the Holder, in which are incorporated herein the shares of Bay View Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Securities for a portion of the Debentures held by this referencethe Trust (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures on behalf of such Holder, into Bay View Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Trust of the Holder's written request election to exchange Securities for a portion of the Debentures held by the Trust and the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify Bay View Capital Corporation of the Holder's election to convert such Debentures into shares of Bay View Common Stock. If a Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in whose name the Security is registered at the close of business on such record date, and (other than a Security or a portion of a Security called for redemption on a redemption date occurring after such record date and on or prior to such Distribution payment date) when so surrendered for conversion, Borrower the Security must be accompanied by payment of an amount equal to the Distribution payable on such Distribution payment date. Except as provided above, neither the Trust nor the Sponsor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accumulated on the Securities (including any Additional Amounts accumulated thereon) surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Bay View Common Stock issued upon such conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day on which a Notice of Conversion relating to such Securities is received by the Trust in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive Bay View Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Bay View Common Stock at such time. As promptly as practicable on or after the Conversion Date, Bay View Capital Corporation shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Bay View Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons.] (c) [Each Holder of a Security by his acceptance thereof appoints the Person serving as Conversion Agent under the Declaration as "Conversion Agent" for the purpose of effecting the conversion of Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities from time to time for Debentures held by the Trust in connection with the conversion of such Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Bay View Common Stock and thereupon to deliver such shares of Bay View Common Stock in accordance with the provisions of this Section and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.] (d) [No fractional shares of Bay View Common Stock will be issued as a result of conversion, but in lieu thereof, such fractional interest will be paid in cash by Bay View Capital Corporation to the Conversion Agent, which in turn will make such payment to the Holder within three or Holders of Securities so converted.] (3e) business days [Bay View Capital Corporation shall at all times reserve and keep available out of its authorized and unissued Bay View Common Stock, solely for issuance upon the conversion of the Debentures, free from the Conversion Date that any preemptive or other similar rights, such number of shares of Bay View Common Stock for as shall from time to time be issuable upon the portion conversion of all the Debentures then outstanding. Notwithstanding the foregoing, Bay View Capital Corporation shall be entitled to deliver upon conversion of Debentures, shares of Bay View Common Stock reacquired and held in the treasury of Bay View Capital Corporation (in lieu of the Note converted in accordance with the foregoingissuance of authorized and unissued shares of Bay View Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. At the election Any shares of Bay View Common Stock issued upon conversion of the HolderDebentures shall be duly authorized, validly issued and fully paid and nonassessable. The Trust shall deliver the Company will deliver accrued but unpaid interest on shares of Bay View Common Stock received upon conversion of the Note through the Conversion Date directly Debentures to the converting Holder on free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of Bay View Capital Corporation and the Trust shall prepare and shall use its best efforts to obtain and keep in force such governmental or before regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of Bay View Common Stock (and all requirements to list Bay View Common Stock issuable upon conversion of Debentures that are at the Delivery Date time applicable), in order to enable Bay View Capital Corporation to lawfully issue Bay View Common Stock to the Trust upon conversion of the Debentures and the Trust to lawfully deliver Bay View Common Stock to each Holder upon conversion of the Securities.] (as defined f) [Bay View Capital Corporation will pay any and all taxes that may be payable in respect of the Subscription Agreement). The number issue or delivery of shares of Bay View Common Stock to be issued upon each on conversion of this Note Debentures and the delivery of the shares of Bay View Common Stock by the Trust upon conversion of the Securities. Bay View Capital Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Bay View Common Stock in a name other than that in which the Securities so converted were registered, and no such issue or delivery shall be determined by dividing that portion made unless and until the person requesting such issue has paid to the Trust the amount of any such tax, or has established to the satisfaction of the principal Trust that such tax has been paid.] (and interest, at g) [Nothing in the election preceding Paragraph (f) shall limit the requirement of the Holder) Trust to withhold taxes pursuant to the terms of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); Securities or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to set forth in this Section 2.1(b)(ii) when determining Annex I to the Conversion PriceDeclaration or to the Declaration itself or otherwise require the Institutional Trustee or the Trust to pay any amounts on account of such withholdings.]

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock Stock, $.001 par value per share ("Common Stock") as set forth below. 2.1. Conversion into the Borrower's Common Stock. --------------------------------------------------------------------------------------- (a) The Holder shall have the right from and after 120 days after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the election of the Holder's election, the accrued interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price, price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note and interest to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election lower of the Holder: (i) $.35 .30 ("Maximum Base Price"); ) or (ii) seventy sixty-five percent (7065%) of the average of the three lowest closing bid prices Closing Bid Prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the OTC Pink Sheets, NASD OTC Bulletin BoardBoard (or successor entity or proposed "Bulleting Board Exchange"), NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Exchange, or New York Stock Exchange Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market") for the thirty Trading Days preceding the Conversion Date. Closing Bid Price shall mean the last closing bid price as reported by Bloomberg Financial. Trading Day shall mean any day on which the New York Stock Exchange is open for three or more hourse. (c) The Maximum Base Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for subject to adjustment from time to time upon the bid price referred to in happening of certain events while this Section 2.1(b)(ii) when determining the Conversion Price.conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have Conversion at the right from and after 120 days after the issuance Option of this Note and then Lender. ---------------------------------- (i) Lender may, at any time until this Note is fully paidand from time to time, to convert (an "Optional Conversion") all or any part of the outstanding and unpaid principal portion amount of this Note, and/or at the Holder's election, the interest accrued on the Note, (plus all accrued interest thereon through the date of giving conversion, into a number of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock Common Stock of Borrower as such stock exists on equal to the date quotient of issuance the total amount of this Note, or any shares of capital stock of Borrower into principal and accrued interest which such stock shall hereafter be changed or reclassified (the "Common Stock") at ▇▇▇▇▇▇ has elected to convert divided by the conversion price, as defined price in Section 2.1(b) hereof effect at such time (the "Conversion Price"). The initial Conversion Price shall be $2.00. (ii) In order to effect an Optional Conversion, determined Lender shall: (x) fax (or otherwise deliver) a copy of the fully executed Notice of Conversion to Borrower for the Common Stock and (y) surrender or cause to be surrendered, the Note duly endorsed, along with a copy of the Notice of Conversion as provided hereinsoon as practicable thereafter, to Borrower. Upon delivery to the Company receipt by ▇▇▇▇▇▇▇▇ of a facsimile copy of a Notice of Conversion from Lender, Borrower shall immediately send, via facsimile, a confirmation to Lender stating that the Notice of Conversion has been received, the date upon which Borrower expects to deliver the Common Stock issuable upon such Optional Conversion and the name and telephone number of a contact person at Borrower regarding the Optional Conversion. Borrower shall not be obligated to issue shares of Common Stock issuable upon such Optional Conversion unless either the Note is delivered to Borrower as provided above, or Lender notifies Borrower that the Note has been lost, stolen or destroyed and Lender complies with such reasonable requirements of Borrower as described in Section 9 are necessary to assure Borrower of such loss, theft or destruction. (iii) Upon the surrender of the subscription agreement entered into between the Company Note and Holder relating to this Note (the "Subscription Agreement"), the terms a Notice of which are incorporated herein by this reference, of the Holder's written request for conversionConversion, Borrower shall issue and deliver to the Holder within three Lender (3x) business days from the Conversion Date that number of shares of Common Stock for issuable upon such Optional Conversion of the portion of the Note converted being converted, (y) that number of Common Stock Purchase Warrants issuable in accordance with Section 5(c), and (z) a new note in substantially the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on same form as the Note through representing the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion balance of the principal (and interest, at the election of the Holder) amount of the Note to be not being converted, by the Conversion Priceif any. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder shall have Borrower hereby irrevocably grants to the right Lender the option and right, exercisable from time to time in the Lender’s sole discretion during the Conversion Period, and upon three (3) Business Days prior written notice to the Borrower (the “Conversion Notice”) to convert all or any portion of the Loan, together with any outstanding interest thereon, into Conversion Shares at the Conversion Price (the “Conversion Rights”) whereupon the relevant portion of the Loan shall be deemed permanently repaid upon issuance of the Conversion Shares to the Lender. The Conversion Notice shall be in the form of Attachment I to Schedule 9 and shall specify (i) the principal amount of the Loan to be converted into Conversion Shares (the “Conversion Amount”); (ii) the accrued and unpaid interest due on the Conversion Amount; (iii) the effective date for the conversion and delivery of Conversion Shares to the Lender (the “Conversion Date”); (iv) the Conversion Price; and (v) the number of Conversion Shares to be issued by the Borrower in satisfaction of such conversion. The number of Conversion Shares to be issued by the Borrower to the Lender shall be determined by the Lender by calculating (x) the sum of (A) the Conversion Amount plus (B) the amount of accrued and unpaid interest on the Conversion Amount, divided by (B) the Conversion Price. The Lender may also specify in the Conversion Notice the denominations and number of certificates for the Conversion Shares to be issued by the Borrower in connection with such conversion, the name in which such certificates should be titled and issued and delivery instructions with respect thereto. Each Conversion Notice will be irrevocable when it is effective under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance notice provisions of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided hereinAgreement. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, The Borrower shall promptly issue and deliver to the Holder within three (3) business days from Lender the applicable number of Conversion Shares, and the Conversion Date that number Amount will be deemed to have been repaid by the Borrower upon irrevocable delivery of shares of Common Stock for such Conversion Shares, issued in the portion name of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on Lender (or before the Delivery Date (as defined in the Subscription Agreementits designee). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.13.1. Conversion into the Borrower's Common Stock. -------------------------------------------. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after 120 days after the issuance of this Note date hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") due and payable into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the fixed conversion price, price of $3.49 subject to adjustment as defined provided in Section 2.1(b3.1(c) hereof (the "Fixed Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion, Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and the Holder relating to this Note (the "Subscription Purchase Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Fixed Conversion PricePrice as of the Conversion Date. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $2,000,000 and the Holder converted $400,000 of such original principal amount prior to the first Repayment Date, then (1) the principal amount of the Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be $200,000. (b) Subject to adjustment as provided In the event of any payment of the Monthly Amount by the Borrower in Section 2.1(c) hereofshares of Common Stock, the conversion price (the "Conversion Price per share Price") shall be at equal to the election lesser of the Holder: (i) $.35 ("Maximum Base Price"); or the Fixed Conversion Price and (ii) seventy percent (70%) 83% of the average of the three ten (10) lowest closing bid prices for of the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted (as defined herein) for the bid price referred to in this Section 2.1(b)(ii) when determining 30 trading day period immediately preceding the Notice Date (the "Variable Conversion Price").

Conversion Rights. The Holder Subject to the provisions of the Indenture, the holder of this Security has the right, at his option, at any time after February 28, 1999 and until and including, but not after the close of business on August 29, 2003 (except that, (i) in case this Security or a portion hereof shall have be called for redemption and the Issuer shall not thereafter default in making due provision for the payment of the redemption price, such right shall terminate with respect to this Security or such portion hereof at the close of business on the second Business Day prior to the date fixed for redemption and (ii) in the case the holder of this Security exercises his right to require the Issuer to redeem this Security or a portion hereof, such conversion right shall terminate with respect to this Security or portion hereof on the date this Security for redemption together with written notice to the Issuer of the holder's exercise of such right or, if the Issuer fails to redeem this Security or portion hereof on the date set for such redemption, upon redemption), to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance Principal of this Note and then at Security, or any time until this Note is fully paidportion thereof which is $1 000 or a multiple of $1,000, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of Class A common stock Common Stock of Borrower the Issuer, as such stock exists on said shares shall be constituted at the date of issuance of this Note, or conversion if any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price")adjustment has been made, determined as provided herein. Upon delivery in this Indenture, upon surrender of this Security to the Company of a Notice of Conversion, as described in Section 9 Issuer at the office or agency of the subscription agreement entered into Issuer maintained for the purpose in the Borough of Manhattan, The City of New York, together with a fully executed notice substantially in the form set forth at the foot hereof that the holder elects so to convert this Security (or any portion hereof which is a multiple of $1,000) and, if this Security is surrendered for conversion during the period between the Company close of business on February 15 or August 15, in any year and Holder relating the opening of business on the following March 2 or August 30 and has not been called for redemption on a redemption date within such period accompanied by payment of an amount equal to this Note (the "Subscription Agreement"), interest payable on such February 28 or August 30 on the terms of which are incorporated herein by this reference, Principal amount of the Holder's written request Security being surrendered for conversion February 28 or August 30 on the Principal amount of the Security being surrendered for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment Except as provided in Section 2.1(c) hereofthe preceding sentence or as otherwise expressly provided in this Indenture, the Conversion Price per share no payment or adjustment shall be at the election made on account of the Holder: interest accrued on this Security (ior portion thereof) $.35 ("Maximum Base Price"); so converted or (ii) seventy percent (70%) on account of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, any dividend or distribution on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the any such Common Stock, issued upon conversion. If so required by the "Principal Market")Issuer, this Security, upon surrender for conversion as aforesaid, shall be duly endorsed by, or if not then trading be accompanied by instruments of transfer, in form satisfactory to the Issuer, duly executed by, the holder or by his duly authorized attorney. The conversion price is One and 75/00 Dollars ($1.75) per share of Common Stock. No fractions of shares will be issued on a Principal Marketconversion, such other principal market but an adjustment in cash will be made for any fractional interest as provided in the Indenture. No reference herein to the Indenture and no provision of this Security or exchange where of the Common Stock Indenture shall alter or impair the obligation of the Issuer, which is listed or traded. If absolute and unconditional, to pay the Principal Market does not report bid pricesof and premium, then if any, and interest on this Security at the closing price shall be substituted for place, times, and rate, and in the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricecurrency, herein prescribed.

Conversion Rights. At any time while any amount of this Note is outstanding, and subject to the terms and conditions set forth below, either party (but in the case of Debtor, subject to the vesting condition set forth in Paragraph 5(c) below) may (but shall not be required to) elect to convert (a “Conversion”) $500,000 of the principal balance of this Note into 200,000 shares of the no par value common stock of Entrade (the “Conversion Shares”). Any Conversion will be deemed a payment of $500,000 under this Note. (a) Either the Debtor or the Holder may elect a Conversion by delivering written notice (a “Conversion Notice”) to the other party at the party’s last known address, by means reasonably calculated to reach the intended recipient (including, without limitation, by facsimile) which notice shall state the that such party has elected a Conversion of $500,000 of principal under this Note into 200,000 shares of Debtor’s common stock. The effective date of the Conversion shall be the date on which the Conversion Notice is sent. Any Conversion Notice, once delivered, shall be irrevocable. Upon election of a Conversion by either party, Debtor shall promptly cause the Conversion Shares to be issued. (b) Neither Debtor nor Holder may elect a Conversion of more or less than $500,000 of principal under this Note. The number of Conversion Shares issuable upon a Conversion shall be 200,000, regardless of the fair market value of the Conversion Shares at the time of any Conversion. (c) Notwithstanding anything to the contrary herein, Debtor’s shall have the right to convert the principal amount and interest due elect a Conversion under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holderonly if: (i) the closing price of the Debtor’s common stock was not less than $.35 2.50 per share for the ten ("Maximum Base Price"); or 10) consecutive trading days prior to, and on the date of, the Conversion and (ii) seventy percent (70%) the average trading volume of the average of the three lowest closing bid prices Debtor’s common stock was not less than 20,000 shares per day for the Common Stock for the thirty ten (3010) consecutive trading days prior to, and on the date of, the Conversion. (d) The Conversion Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration requirements of Section 5 of the Securities Act. Holder represents, warrants and covenants as set forth below and such representations and warranties shall be true and correct as of the Conversion date: (i) Holder is an “accredited investor” as that term is defined in regulation D under the Securities Act; (ii) has adequate means of providing for current needs; (iii) has no need for liquidity in the Conversion Shares and (iv) is able to but not bear the substantial economic risks of an investment in, or ownership of, the Conversion Shares for an indefinite period, including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever loss of the foregoing entire Conversion amount. (ii) Holder recognizes that an investment in the Conversion Shares involves substantial risks, and Holder has taken full cognizance of and understands all of the risk factors related to such an investment in the Conversion Shares. (iii) Holder has not received any general solicitation or general advertising concerning the Debtor or the Conversion Shares, nor is Holder aware that any such solicitation or advertising was received by anyone else. (iv) Holder has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of an investment in the Conversion Shares and has the capacity to protect its own interests in connection with the Conversion. Holder further represents that it must bear the economic risk of an investment in the Conversion Shares indefinitely unless the Conversion Shares are registered pursuant to the Securities Act or an exemption from registration is available. Holder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Holder to transfer all or any portion of the Conversion Shares under the circumstances, in the amounts or at the time Holder might propose. (v) In addition to any legend imposed by applicable state securities laws or by any contract which continues in effect after the principal trading exchange or market for the Common StockConversion date, the "Principal Market"certificates representing the Conversion Shares shall bear a restrictive legend (and stop orders may be placed against transfer thereof with Debtor’s stock transfer agent), or if not then trading on a Principal Marketstating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, such other principal market or exchange where the Common Stock is listed or tradedAS AMENDED (THE “SECURITIES ACT”). If the Principal Market does not report bid pricesTHEY MAY NOT BE SOLD, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceTRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).

Conversion Rights. The Holder 3.1 Each holder of a share of this Series shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, or as to convert any outstanding and unpaid principal portion share of this NoteSeries called for redemption or exchange, and/or at any time prior to the Holder's election, the interest accrued on the Note, (the date close of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists business on the date fixed for redemption or exchange (unless the Corporation defaults in the payment of issuance the Redemption Price or fails to exchange the shares of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (Series for the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that applicable number of shares of Common Stock for the and any cash portion of the Note converted Exchange Price or exercises its right to rescind such redemption pursuant to Section 4.5, in accordance with which case such right shall not terminate at the foregoing. At the election close of the Holderbusiness on such date), the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date convert such share into (as defined in the Subscription Agreement). The i) a number of shares of Common Stock equal to 2.08264 shares of Common Stock for each share of this Series, subject to adjustment as provided in this Section 3 (such rate, as so adjusted from time to time, is herein called the "Conversion Rate") plus (ii) a number of shares of Common Stock equal to (A) (1) the Accrued Dividend Amount MINUS (2) the Common Dividend Excess, if applicable, or PLUS (3) the Common Dividend Deficiency, if applicable (the "Net Dividend Amount"), DIVIDED BY (B) the Closing Price of the Common Stock on the last Trading Day prior to the Conversion Date; PROVIDED, HOWEVER, that in the event that the Net Dividend Amount is a negative number, the number of shares deliverable upon conversion of a share of Series G Stock shall be equal to (I) the number of shares determined pursuant to clause (i) MINUS (II) a number of shares equal to (x)the absolute value of the Net Dividend Amount DIVIDED BY (y) the Closing Price of the Common Stock on the last Trading Day prior to the Conversion Date; AND PROVIDED FURTHER THAT, in the event that the Net Dividend Amount is a positive number, the Corporation shall have the right to deliver cash equal to the Net Dividend Amount or any portion thereof, in which case its obligation to deliver shares of Common Stock pursuant to clause(ii) shall be reduced by a number of shares equal to (x)the aggregate amount of cash so delivered DIVIDED BY (y)the Closing Price of the Common Stock on the last Trading Day prior to the Conversion Date, unless the Corporation shall deliver cash equal to the entire Net Dividend Amount, in which case its entire obligation under clause (ii) shall be discharged. The obligations of the Corporation to issue the Common Stock or make the cash payments provided by this Section 3.1 shall be absolute whether or not any accrued dividend by which such issuance or payment is measured has been declared by the Board of Directors and whether or not the Corporation would have adequate surplus or net profits to pay such dividend if declared or is otherwise restricted from making such dividend. 3.2 Except as provided in this Section 3, no adjustments in respect of payments of dividends on shares surrendered for conversion or any dividend on the Common Stock issued upon each conversion shall be made upon the conversion of any shares of this Note Series (it being understood that if the Conversion Date for shares of Series G Stock occurs after a Record Date and on or prior to a Dividend Payment Date, the holder of record on such Record Date shall be determined entitled to receive the dividend payable with respect to such shares on the related Dividend Payment Date pursuant to Section 2.1 hereof). 3.3 The Corporation may, but shall not be required to, in connection with any conversion of shares of this Series, issue a fraction of a share of Common Stock, and if the Corporation shall determine not to issue any such fraction, the Corporation shall, subject to Section 3.6(c), make a cash payment (rounded to the nearest cent) equal to such fraction multiplied by dividing that portion the Closing Price of the principal (and interest, Common Stock on the last Trading Day prior to the Conversion Date. 3.4 Any holder of shares of this Series electing to convert such shares into Common Stock shall surrender the certificate or certificates for such shares at the election office of the Holdertransfer agent or agents therefor (or at such other place as the Corporation may designate by notice to the holders of shares of this Series) during regular business hours, duly endorsed to the Corporation or in blank, or accompanied by instruments of transfer to the Corporation or in blank, or in form satisfactory to the Corporation, and shall give written notice to the Corporation at such office that such holder elects to convert such shares of this Series. The Corporation shall, as soon as practicable (subject to Section 3.6(d)) after such deposit of certificates for shares of this Series, accompanied by the written notice above prescribed, issue and deliver at such office to the holder for whose account such shares were surrendered, or to his nominee, certifi- ▇▇▇▇▇ representing the number of shares of Common Stock and the cash, if any, to which such holder is entitled upon such conversion. 3.5 Conversion shall be deemed to have been made as of the Note date (the "Conversion Date") that certificates for the shares of this Series to be converted, and the written notice prescribed in Section 3.4 are received by the transfer agent or agents for this Series; and the Person entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such Common Stock on such date. Notwithstanding anything to the contrary contained herein, in the event the Corporation shall have rescinded a redemption of shares of this Series pursuant to Section 4.5, any holder of shares of this Series that shall have surrendered shares of this Series for conversion following the day on which notice of the subsequently rescinded redemption shall have been given but prior to the close of business on the later of (a) the Trading Day next succeeding the date on which public announcement of the rescission of such redemption shall have been made and (b) the Trading Day on which the notice of rescission required by Section 4.5 is deemed given pursuant to Section 8.2 (a "Converting Holder"), may rescind the conversion of such shares surrendered for conversion by (i)properly completing a form prescribed by the Corporation and mailed to holders of shares of this Series (including Converting Holders) with the Corporation's notice of rescission, which form shall provide for the certification by any Converting Holder rescinding a conversion on behalf of any beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of shares of this Series that the beneficial ownership (within the meaning of such Rule) of such shares shall not have changed from the date on which such shares were surrendered for conversion to the date of such certification and (ii) delivering such form to the Corporation no later than the close of business on that date which is ten (10) Trading Days following the date on which the Corporation's notice of rescission is deemed given pursuant to Section 8.2. The delivery of such form by a Converting Holder shall be accompanied by (x) any certificates representing shares of Common Stock issued to such Converting Holder upon a conversion of shares of this Series that shall be rescinded by the proper delivery of such form (the "Surrendered Shares"), (y) any securities, evidences of indebtedness or assets (other than cash) distributed by the Corporation to such Converting Holder by reason of such Converting Holder's being a record holder of Surrendered Shares and (z) payment in New York Clearing House funds or other funds acceptable to the Corporation of an amount equal to the sum of (I) any cash such Converting Holder may have received in lieu of the issuance of fractional shares upon conversion and (II) any cash paid or payable by the Corpora- tion to such Converting Holder by reason of such Converting Holder being a record holder of Surrendered Shares. Upon receipt by the Corporation of any such form properly completed by a Converting Holder and any certificates, securities, evidences of indebtedness, assets or cash payments required to be returned or made by such Converting Holder to the Corporation as set forth above, the Corporation shall instruct the transfer agent or agents for shares of Common Stock and shares of this Series to cancel any certificates representing Surrendered Shares (which Surrendered Shares shall be deposited in the treasury of the Corporation) and reissue certificates representing shares of this Series to such Converting Holder (which shares of this Series shall be deemed to have been outstanding at all times during the period following their surrender for conversion). The Corporation shall, as promptly as practicable, and in no event more than five (5) Trading Days, following the receipt of any such properly completed form and any such certificates, securities, evidences of indebtedness, assets or cash payments required to be so returned or made, pay to the Converting Holder or as otherwise directed by such Converting Holder any dividend or other payment made on such shares during the period from the time such shares shall have been surrendered for conversion to the rescission of such conversion. All questions as to the validity, form, eligibility (including time or receipt) and acceptance of any form submitted to the Corporation to rescind the conversion of shares of this Series, including questions as to the proper completion or execution of any such form or any certification contained therein, shall be resolved by the Corporation, whose determination shall be final and binding. The Corporation shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or for this Series are duly closed for any purpose or during any period commencing at a Redemption Rescission Event and ending at either (i) the time and date at which the Corporation's right of rescission shall expire pursuant to Section 4.5 if the Corporation shall not have exercised such right or (ii) the close of business on that day which is ten (10) Trading Days following the date on which notice of rescission pursuant to Section 4.4 is deemed given pursuant to Section 8.2 if the Corporation shall have exercised such right of rescission, but certificates for shares of Common Stock shall be delivered as soon as practicable after the opening of such books or the expiration of such period. 3.6 The Conversion PriceRate shall be adjusted from time to time as follows for events occurring after August31, 1995: (a) In case the Corporation shall, at any time or from time to time while any of the Series G Stock is outstanding, (i) pay a dividend in shares of its Common Stock, (ii) combine its outstanding shares of Common Stock into a smaller number of shares, (iii)subdivide its outstanding shares of Common Stock or (iv) reclassify (other than by way of a merger that is subject to Section 3.7) its shares of Common Stock, then the Conversion Rate in effect immediately before such action shall be adjusted so that immediately following such event the holders of the Series G Stock shall be entitled to receive upon conversion or exchange thereof the kind and amount of shares of Capital Stock of the Corporation which they would have owned or been entitled to receive upon or by reason of such event if such shares of Series G Stock had been converted or exchanged immediately before the record date (or, if no record date, the effective date) for such event (it being understood that any distribution of cash or of Capital Stock (other than Common Stock), including any distribution of Capital Stock (other than Common Stock) that shall accompany a reclassification of the Common Stock, shall be subject to Section 2.3 rather than this Section 3.6(a)). An adjustment made pursuant to this Section 3.6(a) shall become effective retroactively immediately after the record date in the case of a dividend or distribution and shall become effective retroactively immediately after the effective date in the case of a subdivision, combination or reclassification. For the purposes of this Section 3.6(a), in the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities receivable by them in any transaction that is subject to this Section 3.6(a) (including any election that would result in all or a portion of the transaction becoming subject to Section2.3), the kind and amount of securities that shall be distributable to the holders of the Series G Stock shall be based on (i) the election, if any, made by the record holder (as of the date used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of Series G Stock in writing to the Corporation on or prior to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities is not the same for each nonelecting holder, then the kind and amount of securities receivable shall be based on the kind or amount of securities receivable by a plurality of nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section, the Corporation shall mail a copy thereof to the record holders of the Series G Stock as of the date used for determining the holders of record of Common Stock entitled to such mailing. (b) Subject to adjustment as provided in Section 2.1(c) hereofIn case a Change of Control shall occur, the Conversion Price per share Rate in effect immediately prior to the Change of Control Date shall be at the election of the Holderincreased (but not decreased) by multiplying such rate by a fraction as follows: (i) $.35 in the case of a Change of Control specified in Section 1.5(a), a fraction in which the numerator is the Conversion Price prior to adjustment pursuant hereto and the denominator is the Current Market Price of the Common Stock at the Change of Control Date, (ii) in the case of a Change of Control specified in Section 1.5(b), the greater of the following fractions: (x) a fraction the numerator of which is the highest price per share of Common Stock paid by the Acquiring Person in connection with the transaction giving rise to the Change of Control or in any transaction within six months prior to or after the Change of Control Date (the "Maximum Base Highest Price"); , and the denominator of which is the Current Market Price of the Common Stock as of the date (but not earlier than six months prior to the Change of Control Date) on which the first public announcement is made by the Acquiring Person that it intends to acquire or that it has acquired 40% or more of the outstanding shares of Common Stock (the "Announcement Date") or (y) a fraction the numerator of which is the Conversion Price prior to adjustment pursuant hereto and the denominator of which is the Current Market Price of the Common Stock on the Announcement Date and (iii) in the case where there co-exists a Change of Control specified in both Section 1.5(a) and Section 1.5(b), the greatest of the fractions determined pursuant to clauses (i) and (ii). Such adjustment shall become effective immediately after the Change of Control Date and shall be made, in the case of clauses (ii) seventy percent and (70%iii) above, successively for six months thereafter in the event and at the time of any increase in the Highest Price after the Change of Control Date; PROVIDED, HOWEVER, that no such successive adjustment shall be made with respect to the Conversion Rate of the average shares of this Series in respect of any event occurring after the three lowest closing bid prices for Conversion Date. (c) The Corporation shall be entitled to make such additional adjustments in the Conversion Rate, in addition to those required by subsections3.6(a) and 3.6(b), as shall be necessary in order that any dividend or distribution in Common Stock or any subdivision, reclassification or combination of shares of Common Stock referred to above, shall not be taxable to the holders of Common Stock for the thirty (30United States Federal income tax purposes so long as such additional adjustments pursuant to this Section 3.6(c) trading days prior to but do not including decrease the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange Rate. (d) In any case in which this Section3.6 shall require that any adjustment be made effective as of or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stockretroactively immediately following a record date, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred Corporation may elect to in this Section 2.1(b)(ii) when determining the Conversion Price.defer (but only

Conversion Rights. 2.1 The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock Lender may, upon giving notice as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then hereinafter provided, at any time until prior to the 31st day of June, 2001, convert in whole or in part, the outstanding principal balance of this Note is fully paidDebenture, to convert any outstanding together with all accrued and unpaid principal portion of this Noteinterest, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of in to $0.001 Par Value Class A common stock Common Shares in the capital of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified Corporation at a conversion price equal to ten (the "Common Stock"$0.10) at the conversion price, as defined in Section 2.1(b) hereof cents per share (the "Conversion Price"). 2.2 If the Lender elects to convert a part only of the outstanding principal balance of this Debenture, determined as provided herein. Upon delivery the outstanding principal balance owing on this Debenture shall be deemed to have been reduced by the amount of the Debenture so converted and the Lender shall provide to the Company Corporation such instruments and acknowledgments as shall be necessary to validly and effectively amend this Debenture. 2.3 In order to effect the right of a Notice of Conversionconversion herein provided for, as described in Section 9 the Lender shall deliver to the Corporation, at the registered office of the subscription agreement entered into between Corporation, a notice in writing setting out the Company and Holder relating Lender's election to convert this Note (Debenture, together with all accrued but unpaid interest thereon, in to $0.001 Par Value Class A Common Shares in the "Subscription Agreement")capital of the Corporation. If the Lender elects to convert a part only of the outstanding principal balance of this Debenture, such notice shall set out the amount of the outstanding principal balance of the Debenture which the Lender desires to convert in to $0.001 Par Value Class A Common Shares in the capital of the Corporation. 2.4 Within 30 days of the Corporation's receipt of such notice of the conversion, the terms of which are incorporated herein by this referenceCorporation, at its' own cost and expense, shall cause the certificate or certificates representing the $0.001 Par Value Class A Common Shares in the capital of the Holder's written request Corporation so converted to be issued in the name of the Lender or in such name or names as the Lender may direct in writing, provided that the Lender shall pay any applicable security transfer taxes. Subject to the provisions of paragraph 2.2 (partial conversion) upon the issuance of such shares, this Debenture shall be deemed to have been satisfied, discharged or redeemed and for conversionsuch purpose, Borrower the Lender shall issue cancel and discharge this Debenture and execute and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly Corporation such instruments as shall be necessary to discharge this Debenture and to release or reconvey to the Holder Corporation any property and assets subject to the security created hereby. 2.5 From and after the date that the Corporation receives such notice of conversion, interest shall cease to accrue on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the outstanding principal (and interest, at the election amount of the Holder) of the Note this Debenture which is to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.13.1. Conversion into the Borrower's Common Stock. --------------------------------------------------------------------------------------- (a) The For so long as the average closing price of the Common Stock for the 10 trading days prior to conversion is greater than 125% of the Fixed Conversion Price (as defined below), the Holder shall have the right from and after 120 days after right, but not the issuance of this Note and then at any time until this Note is fully paid, obligation to convert any outstanding and unpaid the principal portion of this Note, Note and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") due and payable into fully paid and nonassessable shares of Class A common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the fixed conversion price, price of $.35 subject to adjustment as defined provided in Section 2.1(b3.1(b) hereof (the "Fixed Conversion Price"), determined as provided herein. Upon delivery to the Company of The Borrower shall deliver a Notice of Conversion, Conversion (as set forth on Exhibit A attached hereto) as described in Section 9 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and the Holder relating to this Note (the "Subscription Purchase Agreement"), the terms of which are incorporated herein by this reference, ) of the Holder's written request for conversion, Borrower shall issue and deliver to conversion (the Holder within three (3) business days from the date of giving such notice of conversion being a "Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription AgreementDate"). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be convertedconverted and interest, if any, by the Fixed Conversion PricePrice as of the Conversion Date. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $266,667 and the Holder converted $24,242 of such original principal amount prior to the first Repayment Date, then (1) the principal amount of the Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be $12,121. (b) Subject The Fixed Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 3.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.follows:

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares 3.1 Section 2(a) of the Borrower's Common Stock as set forth below. 2.1. Conversion into Original Agreement is hereby deleted in its entirety and replaced with the Borrower's Common Stock. -------------------------------------------following: (a) The Holder Wisdom & Wealth shall have the right from and after 120 days after time to time ending on the issuance of this Note and then at any time until this Note is fully paid, Maturity Date to convert all or any part of the outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") Loan Balance into fully paid and nonassessable non-assessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, Common Stock (or any shares of capital stock or other securities of Borrower the Guarantor into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock"reclassified) at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery Price up to the Company of Exchange Approved Maximum Conversion Amount (a Notice of “Conversion”); provided, as described however, that in Section 9 no event shall Wisdom & Wealth be entitled to convert any portion of the subscription agreement entered into between Loan Balance in excess of that portion of the Company and Holder relating to this Note (the "Subscription Agreement"), the terms Loan Balance upon any Conversion of which are incorporated herein by this reference, the sum of (1) the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that total number of shares of Common Stock for of Beneficially Owned by Wisdom & Wealth and its Affiliates and (2) the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued issuable upon each conversion the Conversion of this Note shall be determined by dividing that portion of the principal Loan Balance, with respect to which the determination of this provision is being made, would result in Wisdom & Wealth and/or its Affiliates being the Beneficial Owner of more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation"). All interest which may accrue on the Loan Balance in accordance with the terms of the Loan Modification shall be paid by the Borrower in cash and interest, shall not be subject to any Conversion. Any portions of the Loan Balance which exceed the Exchange Approved Maximum Conversion Amount which remain outstanding at the election Maturity Date will be paid by the Borrower in cash, it being the understanding of the Holderparties that the Exchange Approved Maximum Conversion Amount represents the total number of shares of Guarantor's Common Stock which may be issued to Wisdom & Wealth, its Affiliates and/or the Transferees (as hereinafter defined), in satisfaction of the Loan Balance and any interest thereon. 3.2 Section 2(b) of the Note to be converted, by Original Agreement is hereby deleted in its entirety and replaced with the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.following:

Conversion Rights. The Holder shall have the right Subject to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion prior payment or conversion in full of this Note, and/or all or any portion of the Note shall, at the Holder's electionelection of the Holder or at the election of the Company made at any time after issuance, the interest accrued on the Note, (the date convert automatically into a number of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists the Company (the “Conversion Shares”) which is determined by dividing (a) the Purchase Amount plus any accrued and unpaid interest plus the accrued pro rata Discount outstanding and to be converted on the date of issuance conversion by (b) the conversion price of $0.30 per share of common stock (the “Conversion Price”). Conversion under this NoteSection 25 shall occur following written notice by the Company given to the Holder, or any shares of capital stock of Borrower into by the Holder to the Company, as applicable, in the manner provided in Section 20, at which such stock time the Holder shall hereafter be changed or reclassified (the "Common Stock") endorse and surrender this Note for conversion at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company principal offices of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue execute and deliver to the Holder within three (3) business days from Company the Conversion Date that number forms of shares stock purchase agreement, investors’ rights agreement, right of Common Stock for first refusal and co-sale agreement, voting agreement, and other agreements and related documents as are requested by the portion Company, containing terms, conditions, limitations and restrictions customarily entered into in similar financings. Notwithstanding the foregoing, conversion of this Note hereunder will be effective on the date of the Company’s notice of conversion whether or not the Holder endorses this Note converted in accordance with and delivers it to the foregoingCompany for cancellation or executes and delivers the required financing agreements to the Company. At Absent receipt by the election Company of such items from the Holder, the Company will deliver accrued but unpaid interest convert this Note into Conversion Shares on the Note through terms set forth herein, but the Holder will not be entitled to receive the certificate for such Conversion Date directly Shares unless and until the Holder executes and delivers to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of Company all items required under this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion PriceSection 25. (b) Subject to adjustment 2. Except as provided in Section 2.1(c) hereofthis Amendment, all terms used in this Amendment that are not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement. 3. This Amendment embodies the entire agreement between Company and Holder with respect to the amendment of the Agreement. In the event of any conflict or inconsistency between the provisions of the Agreement and this Amendment, the Conversion Price per share provisions of this Amendment shall control and govern. 4. Except as specifically modified and amended herein, all of the terms, provisions, requirements and specifications contained in the Agreement remain in full force and effect. Except as otherwise expressly provided herein, the parties do not intend to, and the execution of this Amendment shall not, in any manner impair the Agreement, the purpose of this Amendment being simply to amend and ratify the Agreement, as hereby amended and ratified, and to confirm and carry forward the Agreement, as hereby amended, in full force and effect. 5. This amendment shall be at construed and governed by the election laws of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) State of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion PriceTexas.

Conversion Rights. The Holder shall have Borrower hereby irrevocably grants to the right Lender the option and right, exercisable from time to time in the Lender’s sole discretion during the Conversion Period, and upon three (3) Business Days prior written notice to the Borrower (the “Conversion Notice”) to convert all or any portion of the Loan and Commitment, together with any outstanding interest thereon, into Conversion Shares at the Conversion Price (the “Conversion Rights”) whereupon the relevant portion of the Loan shall be deemed permanently repaid upon issuance of the Conversion Shares to the Lender. The Conversion Notice shall specify (i) the principal amount of the Loan or Commitment to be converted into Conversion Shares (the “Conversion Amount”); (ii) the accrued and unpaid interest due on the Conversion Amount; (iii) the effective date for the conversion and delivery of Conversion Shares to the Lender (the “Conversion Date”); (iv) the Conversion Price; and (v) the number of Conversion Shares to be issued by the Borrower in satisfaction of such conversion. The number of Conversion Shares to be issued by the Borrower to the Lender shall be determined by the Lender by calculating (x) the sum of (A) the Conversion Amount plus (B) the amount of accrued and unpaid interest on the Conversion Amount, divided by (B) the Conversion Price. The Lender may also specify in the Conversion Notice the denominations and number of certificates for the Conversion Shares to be issued by the Borrower in connection with such conversion, the name in which such certificates should be titled and issued and delivery instructions with respect thereto. Each Conversion Notice will be irrevocable when it is effective under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance notice provisions of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided hereinAgreement. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, The Borrower shall promptly issue and deliver to the Holder within three (3) business days from Lender the applicable number of Conversion Shares, and the Conversion Date that number Amount will be deemed to have been repaid by the Borrower upon irrevocable delivery of shares of Common Stock for such Conversion Shares, issued in the portion name of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on Lender (or before the Delivery Date (as defined in the Subscription Agreementits designee). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Price.

Conversion Rights. The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below. 2.1. Conversion into the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be at the election of the Holder: (i) $.35 .25 ("Maximum Base Price"); or (ii) seventy eighty percent (7080%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or tradedtraded for the sixty (60) trading days prior to but not including the Conversion Date, but not including the trading days prior to the issue date of this Note; or (iii) the closing price on the Principal Market on the last trading day preceding the issue date of this Note. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(i) and 2.1(b)(ii) when determining the Conversion Price. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Conversion Rights. The Holder shall have Subject to the right provisions of the Loan Agreement, the holder of this Note is entitled, at his option, at any time after the First Advance Date and while this Note is outstanding or any principal, interest or other sum owing under this Note or any other Loan Document is unpaid, and from time to time, to convert the principal amount and interest due under of this Note (or any portion hereof which is $100,000 or an integral multiple thereof) into Shares shares of Common Stock, as said shares shall be constituted on the Conversion Date, at the Conversion Price or, if applicable, at the Adjusted Conversion Price in effect on the Conversion Date determined as provided in the Loan Agreement, delivery of the Conversion Notice duly executed, together with a photocopy of the Note, to the Borrower at the Borrower's Common Stock as set forth below. 2.1office designated in Section 9.02 of the Loan Agreement. Conversion into In each such instance in which the Borrower's Common Stock. ------------------------------------------- (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, Lender elects to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's electionconvert, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement"), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three holder hereof (3i) business days from the Conversion Date that number of shares of Common Stock determined by dividing the then outstanding principal balance of this Note or such lesser amount of principal designated for conversion in the Conversion Notice, plus, at the holder's election, any portion of unpaid accrued interest owed under this Note, by the Conversion Price or, if applicable, the Adjusted Conversion Price, (ii) payment in New York Clearing House funds or other funds acceptable to the holder hereof of an amount equal to any portion of unpaid accrued interest owed under this Note which is not converted into Common Stock as provided above, (iii) if the Note is not fully converted into Common Stock, a replacement Note for the remainder of the outstanding principal balance, bearing interest at the same rate as the original Note and maturing on the Maturity Date; and (iv) if the Note is not fully converted into Common Stock, payment of cash in lieu of any fractional shares of Common Stock, based on the then current market value of Common Stock. Upon such delivery, the Lender shall promptly deliver to the Borrower at its address designated in Section 9.02 below the Note, accompanied (if so required by the Borrower) by instruments of transfer, in form satisfactory to the Borrower, duly executed by the holder or by his duly authorized attorney in writing. No adjustment is to be made on conversion for dividends on shares of Common Stock issued on conversion. The Borrower is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest unless only a portion of the Note converted is being converted, in accordance with which case the foregoingamount of any fractional shares shall become part of outstanding principal under the replacement Note. At the election of the Holder, the Company will deliver accrued but unpaid interest on the The right to convert this Note through the Conversion Date directly to the Holder on or before the Delivery Date into Common Stock shall survive any Acquisition Transaction (as defined in the Subscription Loan Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note , in which case the Conversion Price or the Adjusted Conversion Price then in effect shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted, by the Conversion Price. (b) Subject subject to adjustment as provided set forth in Section 2.1(c) hereofthe Loan Agreement. In the event of any inconsistency between this paragraph 7 and any provisions in the Loan Agreement, the Conversion Price per share provisions in the Loan Agreement shall be at the election of the Holder: (i) $.35 ("Maximum Base Price"); or (ii) seventy percent (70%) of the average of the three lowest closing bid prices for the Common Stock for the thirty (30) trading days prior to but not including the Conversion Date, on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded. If the Principal Market does not report bid prices, then the closing price shall be substituted for the bid price referred to in this Section 2.1(b)(ii) when determining the Conversion Pricegovern.