Common use of Right of Conversion; Conversion Price Clause in Contracts

Right of Conversion; Conversion Price. (a) Subject to and upon compliance with the provisions of this Section 3, at any time following the issuance of this Convertible Note, the Holder shall have the right, at his option, at any time during usual business hours to convert the principal and accrued interest of this Convertible Note owned by the Holder into fully paid and nonassessable shares of Common Stock that have been registered under the Securities Act pursuant to the Registration Statement, at the rate of $0.50 of principal for each share of Common Stock (provided, that the closing price per share of Common Stock, as reported on the OTC Bulletin Board, on the date of conversion, is at least $0.75 per share, or if such closing price is less than $0.75 per share, a proportionate reduction to the $0.50 price, but in no event to a conversion price that is less than $0.10 per share, so that the Holder will be able to immediately sell such shares on the OTC Bulletin Board and receive a 50% rate of return on the principal amount of this Note) (the "Conversion Price"), which price per share shall be payable by surrender of this Convertible Note. (b) In the event that the shares of Common Stock issuable upon conversion of this Note have not been registered under the Securities Act, on or prior to June 30, 2003, until such time as such shares are so registered, at the option of the Holder and in lieu of taking any remedial action in respect of the Event of Default resulting therefrom, the Holder may convert this Note into a number of shares of Common Stock as is equal to twice the number of shares of Common Stock as would have been issuable had such shares been registered under the Securities Act on the date of conversion.

Right of Conversion; Conversion Price. (a) Subject to and upon compliance with the provisions of this Section 3, at any time following the issuance of this Convertible Notedate the Registration Statement is declared effective by the Securities and Exchange Commission, the Holder shall have the right, at his option, at any time during usual business hours to convert the principal and accrued interest of this Convertible Note owned by the Holder into fully paid and nonassessable shares of Common Stock that have been registered under the Securities Act pursuant to the Registration Statement, at the rate of $0.50 of principal for each share of Common Stock (provided, that the closing price per share of Common Stock, as reported on the OTC Bulletin Board, on the date of conversion, is at least $0.75 per share, or if such closing price is less than $0.75 per share, a proportionate reduction to the $0.50 price, but in no event to a conversion price that is less than $0.10 per share, so that the Holder will be able to immediately sell such shares on the OTC Bulletin Board and receive a 50% rate of return on the principal amount of this Note) (the "Conversion Price"), which price per share shall be payable by surrender of this Convertible Note. (b) In the event that the shares of Common Stock issuable upon conversion of this Note have not been registered under the Securities Act, on or prior to June 30December 31, 20032002, until such time as such shares are so registered, at the option of the Holder and in lieu of taking any remedial action in respect of the Event of Default resulting therefrom, the Holder may convert this Note into a number of shares of Common Stock as is equal to twice the number of shares of Common Stock as would have been issuable had such shares been registered under the Securities Act on the date of conversion.

Right of Conversion; Conversion Price. (a) Subject to and upon compliance with the provisions of this Section 3, at any time following the issuance of this Convertible Note, the Holder shall have the right, at his option, at any time during usual business hours to convert the principal and accrued interest of this Convertible Note owned by the Holder into fully paid and nonassessable shares of Common Stock that have been registered under the Securities Act pursuant to the Registration Statement, at the rate of $0.50 of principal for each share of Common Stock (provided, that the closing price per share of Common Stock, as reported on the OTC Bulletin Board, on the date of conversion, is at least $0.75 per share, or if such closing price is less than $0.75 per share, a proportionate reduction to the $0.50 price, but in no event to a conversion price that is less than $0.10 per share, so that the Holder will be able to immediately sell such shares on the OTC Bulletin Board and receive a 50% rate of return on the principal amount of this Note) (the "Conversion Price"), which price per share shall be payable by surrender of this Convertible Note. (b) In the event that the shares of Common Stock issuable upon conversion of this Note have not been registered under the Securities Act, on or prior to June 30December 31, 20032002, until such time as such shares are so registered, at the option of the Holder and in lieu of taking any remedial action in respect of the Event of Default resulting therefrom, the Holder may convert this Note into a number of shares of Common Stock as is equal to twice the number of shares of Common Stock as would have been issuable had such shares been registered under the Securities Act on the date of conversion.

Right of Conversion; Conversion Price. (a) Subject to and upon compliance with the provisions of this Section 3, at any time following the issuance of this Convertible Notedate the Registration Statement is declared effective by the Securities and Exchange Commission, the Holder shall have the right, at his option, at any time during usual business hours to convert the principal and accrued interest of this Convertible Note owned by the Holder into fully paid and nonassessable shares of Common Stock that have been registered under the Securities Act pursuant to the Registration Statement, at the rate of $0.50 of principal for each share of Common Stock (provided, that the closing price per share of Common Stock, as reported on the OTC Bulletin Board, on the date of conversion, is at least $0.75 per share, or if such closing price is less than $0.75 per share, a proportionate reduction to the $0.50 closing price, but in no event to a conversion price that is less than $0.10 per share, so that the Holder will be able to immediately sell such shares on the OTC Bulletin Board and receive a 50% rate of return on the principal amount of this Note) (the "Conversion Price"), which price per share shall be payable by surrender of this Convertible Note. (b) In the event that the shares of Common Stock issuable upon conversion of this Note have not been registered under the Securities Act, on or prior to June 30April 15, 20032002, until such time as such shares are so registered, at the option of the Holder and in lieu of taking any remedial action in respect of the Event of Default resulting therefrom, the Holder may convert this Note into a number of shares of Common Stock as is equal to twice the number of shares of Common Stock as would have been issuable had such shares been registered under the Securities Act on the date of conversion.