Common use of Conversion Price Clause in Contracts

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price equal to $15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price shall be subject to further adjustment so that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Common Stock during any of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable at such time, subject to further adjustment in each case. Provided, however, that at no such time shall the additional shares issuable as a result of this Section 5(c) result in more than 400,000 shares (as adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on the then existing Conversion Price.

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price The “Conversion Price” shall be equal to $15.6269 1.75 (such pricethe “Base Conversion Price”), as Reset (as defined below) and as adjusted in accordance with such amount may be adjusted, from time to time, pursuant to the provisions of Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price")4.4 hereafter. On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following All such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall foregoing determinations will be appropriately adjusted for any stock splits, reverse splitsdividend, stock dividends and other dilutive events split, stock combination, recapitalization or similar transaction that occur proportionately decreases or increases the shares of Common Stock during the Reset Pricing Periodsuch measuring period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunderadjustments, under the Purchase Agreement and/or the Registration Rights Agreementif, if at any time (i) by reason of the Subordination Agreementwhile this Note is outstanding, the Holder Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is prevented from exercising its redemption rights or receiving any cash payment due to converted into Next Round Securities, and with the Holder hereunderprincipal purpose of raising capital; provided, under that the Purchase Agreement Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the Registration Rights Agreement and/or New York Stock Exchange (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreementa “Qualified Financing”), then the Base Conversion Price Price, shall be subject to further adjustment so that it shall thereafter be equal automatically adjusted to the lesser of (xi) the lowest Market Price for Shares of Common Stock during any of the five (5) days prior 25% discount to the date that cash price per share paid by the Holder submits a other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Notice (as defined belowPrice”) to the Company and (yii) the Conversion Price otherwise applicable at such timePrice, subject to further adjustment in each caseCustomary Adjustments. ProvidedNotwithstanding the foregoing, however, that at no such time the Conversion Price shall not be adjusted below the additional shares issuable Floor Price other than as a the result of this the adjustments or readjustments pursuant to Section 5(c) result 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in more than 400,000 shares (as adjusted for stock splitsequity including, reverse splitswithout limitation, stock dividends and a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other dilutive events) that would otherwise be issuable based on the then existing Conversion Price.Section hereof or under applicable law

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price equal to $15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "The “Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if ” means the average lesser of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of $5.50 (the Subordination Agreement, the Holder is prevented from exercising its redemption rights “Fixed Conversion Price”) or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) 93% of the Company fails for any reason lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to repurchase delivery or deemed delivery of the Debenture applicable Conversion Notice (or portion thereof, as applicablethe “Variable Conversion Price”) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price and shall be subject to further adjustment so that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Common Stock during any of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable at such time, subject to further adjustment in each caseprovided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at no any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the additional shares issuable Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a result Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of this Section 5(cthe Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) result and such Floor Price in more than 400,000 shares cash. For further clarification, the economic difference shall be equal to (as adjusted for stock splits, reverse splits, stock dividends and other dilutive eventsA) the number of Ordinary Shares that would otherwise be issuable based have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the then existing Conversion PriceDate ((A-B)*C).

Conversion Price. Subject to adjustments adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share (the “Fixed Conversion Price”). Notwithstanding the foregoing, subject to the written approval of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Notice), the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares shall be calculated pursuant to Section 7the following formula: a percentage of not less than 75%, this Debenture will have an initial conversion price equal to $15.6269 multiplied by the lowest daily VWAP during the period of twenty (such price20) consecutive Trading Days ending on (i) if the Conversion Notice is delivered at or before 4:00 p.m. Eastern Time on a Trading Day or at any time on a day that is not a Trading Day, as Reset the Trading Day immediately preceding the day the Conversion Notice is delivered, or (as defined belowii) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of if the Purchase Agreement and Section 2(b)(i) of Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Registration Rights Agreement, shall be referred to herein as Trading Day on which the "Conversion Notice is delivered (the “Alternate Conversion Price"). On August 23” and the price applicable to a Conversion, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if whether the average of Fixed Conversion Price or the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not no event be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for stock splitsless than $0.15 per Ordinary Share, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price minimum amount shall be subject to further adjustment so that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Common Stock during any of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable at such time, subject to further equitable adjustment in each case. Providedthe event Borrower issues a dividend payable in Ordinary Shares, however, that at no such time shall the additional subdivides its outstanding Ordinary Shares into a greater number of shares issuable as or combines its outstanding Ordinary Shares into a result smaller number of this Section 5(c) result in more than 400,000 shares (as adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on the then existing Conversion Priceshares.”

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price equal to $15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "The “Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if ” means the average lesser of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of $4.00 (the Subordination Agreement, the Holder is prevented from exercising its redemption rights “Fixed Conversion Price”) or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) 92% of the Company fails for any reason lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to repurchase delivery or deemed delivery of the Debenture applicable Conversion Notice (or portion thereof, as applicablethe “Variable Conversion Price”) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price and shall be subject to further adjustment so that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Common Stock during any of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable at such time, subject to further adjustment in each caseprovided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at no any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the additional shares issuable Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a result Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of this Section 5(cthe Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) result and such Floor Price in more than 400,000 shares cash. For further clarification, the economic difference shall be equal to (as adjusted for stock splits, reverse splits, stock dividends and other dilutive eventsA) the number of Ordinary Shares that would otherwise be issuable based have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the then existing Conversion PriceDate ((A-B)*C).

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price equal to $15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "The “Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if ” means the average lesser of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of $30.00 (the Subordination Agreement, the Holder is prevented from exercising its redemption rights “Fixed Conversion Price”) or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) 92% of the Company fails for any reason lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to repurchase delivery or deemed delivery of the Debenture applicable Conversion Notice (or portion thereof, as applicablethe “Variable Conversion Price”) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price and shall be subject to further adjustment so that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Common Stock during any of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable at such time, subject to further adjustment in each caseprovided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at no any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the additional shares issuable Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a result Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of this Section 5(cthe Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) result and such Floor Price in more than 400,000 shares cash. For further clarification, the economic difference shall be equal to (as adjusted for stock splits, reverse splits, stock dividends and other dilutive eventsA) the number of Ordinary Shares that would otherwise be issuable based have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the then existing Conversion PriceDate ((A-B)*C).

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial The conversion price equal in effect on any Conversion Date shall be sixty percent (60%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to $15.6269 the applicable Conversion Date (the “Conversion Price”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default, the Holder may require the Company to, at such price, as Reset (as defined below) Holder’s option and as adjusted otherwise in accordance with Section 7 the provisions for conversion herein, convert all or any part of this Debenture Section 3.9 Note into Common Stock at the Conversion Price. Upon the occurrence of an Event of Default, without any further action on the part of the Purchase Agreement and Section 2(b)(i) of Company or the Registration Rights Agreement, shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion PriceHolder, the Conversion Price shall reset be reduced to an amount equivalent to fifty percent ("Reset"50%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to 100% of the applicable Conversion Date. All such average (subject determinations to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for any stock splits, reverse splitsdividend, stock dividends split, stock combination, reclassification, or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a H▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and other dilutive events that occur during the Reset Pricing PeriodHolder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. In addition The exercise of any such rights shall not prohibit the Holder from seeking to the foregoing and in addition enforce damages pursuant to any other rights Section hereof or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if applicable law. If at any time (i) by reason of the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price shall as determined hereunder for any conversion would be subject to further adjustment so that it shall thereafter be equal to less than the lesser of (x) the lowest Market Price for Shares of Common Stock during any par value of the five (5) days prior to Common Stock, then at the date that sole discretion of the Holder submits a Conversion Notice (as defined below) to the Company and (y) Holder, the Conversion Price otherwise applicable at hereunder may equal such timepar value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, subject where “Additional Principal” means such additional amount to further adjustment in each case. Provided, however, that at no such time shall be added to the additional Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal die same number of conversion shares as a result of this Section 5(c) result in more than 400,000 shares (as would have been issued had the Conversion Price not been adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on by the then existing Conversion PriceHolder to the par value price.

Conversion Price. Subject i. The Conversion Price (A) on the first Trading Day following the BC Closing Date until the first Trading Day prior to adjustments the 12-Month Anniversary shall be $10.00, provided that the Conversion Price shall be adjusted on each Trading Day to the lowest per share price to the public in any Conversion Reset Offering consummated by the Company prior to the 12-Month Anniversary, subject to clause (C), and (B) commencing on the 12-Month Anniversary shall be adjusted on each Trading Day to equal the lower of (i) $3.00 and (ii) the lowest per share price to the public in any Conversion Reset Offering consummated by the Company, subject to clause (C); provided that, (C) upon the occurrence of any Conversion Reset Offering, the Conversion Price may, in the Company’s sole discretion, be adjusted to a price lower than the Conversion Reset Offering price (the “Conversion Price”). Nothing herein shall limit a ▇▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Section 75 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, this Debenture will have an initial conversion price equal at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to $15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with enforce damages pursuant to any other Section 7 of this Debenture Section 3.9 of hereof or under applicable law. ii. If the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares Company exclusively issues shares of Common Stock for as a dividend or distribution on shares of the ten (10) Trading Days following such respective date (Common Stock, or if the "Reset Pricing Period") is lower than the current Conversion PriceCompany effects a share combination, the Conversion Price shall reset ("Reset") be adjusted based on the following formula: CR1 = CR0 × OS1 OS0 where, CR0 = the Conversion Price in effect immediately prior to 100% the open of business on the record date of such average (subject dividend or distribution, or immediately prior to further adjustment in each case). The the open of business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Price shall not be increased in effect immediately after the open of business on such record date or effective date, as a result applicable; OS0 = the number of a Reset. The Market Price for Shares shares of Common Stock shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition outstanding immediately prior to the foregoing and in addition to any other rights open of business on such record date or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereofeffective date, as applicable) , before giving effect to such dividend, distribution, share split or make any cash payment in accordance with share combination; and OS1 = the terms number of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price shall be subject to further adjustment so that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares shares of Common Stock during any of the five (5) days prior outstanding immediately after giving effect to the date that the Holder submits a Conversion Notice (such dividend, distribution, share split or share combination, as defined below) to the Company and (y) the Conversion Price otherwise applicable at such time, subject to further adjustment in each case. Provided, however, that at no such time shall the additional shares issuable as a result of this Section 5(c) result in more than 400,000 shares (as adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on the then existing Conversion Priceapplicable.

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price The “Conversion Price” shall be equal to $15.6269 0.10 (such pricethe “Base Conversion Price”), as Reset (as defined below) and as adjusted in accordance with such amount may be adjusted, from time to time, pursuant to the provisions of Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price")4.4 hereafter. On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following All such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall foregoing determinations will be appropriately adjusted for any stock splits, reverse splitsdividend, stock dividends and other dilutive events split, stock combination, recapitalization or similar transaction that occur proportionately decreases or increases the shares of Common Stock during the Reset Pricing Periodsuch measuring period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunderadjustments, under the Purchase Agreement and/or the Registration Rights Agreementif, if at any time (i) by reason of the Subordination Agreementwhile this Note is outstanding, the Holder Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is prevented from exercising its redemption rights or receiving any cash payment due to converted into Next Round Securities, and with the Holder hereunderprincipal purpose of raising capital; provided, under that the Purchase Agreement Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the Registration Rights Agreement and/or New York Stock Exchange (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreementa “Qualified Financing”), then the Base Conversion Price Price, shall be subject to further adjustment so that it shall thereafter be equal automatically adjusted to the lesser of (xi) the lowest Market Price for Shares of Common Stock during any of the five (5) days prior 25% discount to the date that cash price per share paid by the Holder submits a other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Notice (as defined belowPrice”) to the Company and (yii) the Conversion Price otherwise applicable at such timePrice, subject to further adjustment in each caseCustomary Adjustments. ProvidedNotwithstanding the foregoing, however, that at no such time the Conversion Price shall not be adjusted below the additional shares issuable Floor Price other than as a the result of this the adjustments or readjustments pursuant to Section 5(c) result 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in more than 400,000 shares (as adjusted for stock splitsequity including, reverse splitswithout limitation, stock dividends and a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other dilutive events) that would otherwise be issuable based on the then existing Conversion Price.Section hereof or under applicable law

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial The conversion price for each conversion shall be equal to the lesser of (i) $15.6269 .1625 or (such price, as Reset (as defined belowii) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 80% of the Purchase Agreement and Section 2(b)(ilowest Volume Weighted Average Price (“VWAP”) of the Registration Rights Agreement, shall be referred to herein as lowest Volume Weighted Average Price (“VWAP”) during the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the previous ten (10) Trading Days following Day period ending on the Trading Day prior to the Conversion Date (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, NYSE, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such respective security is listed or traded or, if no VWAP of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is not trading on a listed exchange, an additional 15% discount shall apply for all future conversions under all Note. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Nasdaq, NYSE, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the "Reset Pricing Period") transmittal of the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the current closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price shall reset ("Reset") hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to 100% include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such average (subject conversion to further adjustment in each case). The equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. In the event the Borrower has a DTC “Chill” on its shares, an additional discount of ten percent (10%) shall not be increased as apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, in determining the number of outstanding shares of Common Stock, a result Holder may rely on the number of a Reset. The Market Price for Shares outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing within two Trading Days confirm orally and in addition to any other rights or remedies which may be available writing to the Holder hereunderthe number of shares of Common Stock then outstanding. Each time, under while this Note is outstanding, the Purchase Agreement and/or Borrower enters into a Section 3(a)(9) transaction (including but not limited to the Registration Rights Agreementissuance of new promissory notes or of a replacement promissory note), if or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at any a discount to market greater than the Conversion Price in effect at that time (i) by reason of prior to all other applicable adjustments in the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights AgreementNote), then the Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to further adjustment so full ratchet anti-dilution in the event that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Company issues any Common Stock during any at a per share price lower than the Conversion Price (each a “Dilutive Price”) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable in effect at such time, subject the time of the respective conversion. Holder shall be entitled to further adjustment deduct one thousand nine hundred dollars from the conversion amount in each caseNotice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. ProvidedIf at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, howeverthen at the sole discretion of the Holder, that at no the Conversion Price hereunder may equal such time shall par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as a result of this Section 5(c) result in more than 400,000 shares (as would have been issued had the Conversion Price not been adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on by the then existing Conversion PriceHolder to the par value price.

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial The conversion price for each conversion shall be equal to $15.6269 the lesser of (such price, as Reset i) .22 or (as defined belowii) and as adjusted in accordance with Section 7 80% of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market 5 lowest trading prices of the common stock during the previous twenty (20) Trading Day period ending on the Trading Day prior to the Conversion Date (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, NYSE, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such security is listed or traded or, if no VWAP of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. To the extent the Conversion Price for Shares of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case that the Borrower’s Common Stock is not trading on a listed exchange, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Nasdaq, NYSE, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) Trading Days following such respective date (business days’ notice of the "Reset Pricing Period") anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is lower below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the current Conversion Pricepar value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price shall reset ("Reset") hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to 100% include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such average (subject conversion to further adjustment in each case). The equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. In the event the Borrower has a DTC “Chill” on its shares, an additional discount of ten percent (10%) shall not be increased as apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, in determining the number of outstanding shares of Common Stock, a result Holder may rely on the number of a Reset. The Market Price for Shares outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing within two Trading Days confirm orally and in addition to any other rights or remedies which may be available writing to the Holder hereunderthe number of shares of Common Stock then outstanding. Each time, under while this Note is outstanding, the Purchase Agreement and/or Borrower enters into a Section 3(a)(9) transaction (including but not limited to the Registration Rights Agreementissuance of new promissory notes or of a replacement promissory note), if or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at any a discount to market greater than the Conversion Price in effect at that time (i) by reason of prior to all other applicable adjustments in the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights AgreementNote), then the Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to further adjustment so full ratchet anti-dilution in the event that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Company issues any Common Stock during any at a per share price lower than the Conversion Price (each a “Dilutive Price”) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable in effect at such time, subject the time of the respective conversion. Holder shall be entitled to further adjustment deduct one thousand nine hundred dollars from the conversion amount in each caseNotice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. ProvidedIf at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, howeverthen at the sole discretion of the Holder, that at no the Conversion Price hereunder may equal such time shall par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as a result of this Section 5(c) result in more than 400,000 shares (as would have been issued had the Conversion Price not been adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on by the then existing Conversion PriceHolder to the par value price.

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have On the issue date hereof and until such time as an initial conversion price equal to $15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, adjustment shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion Priceoccur, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock price shall be appropriately adjusted for stock splits$1.50 PER SHARE; provided, reverse splitshowever, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price shall be subject to further adjustment so that it at the times, and in accordance with the provisions, as follows: (i) Adjustment for Issuance of Shares at less than the Conversion Price: If and whenever any Additional Common Stock shares shall thereafter be issued by Topro, Inc. (the "Stock Issue Date") for a consideration per share less than the Conversion Price, then in each such case the initial Conversion Price shall be reduced to a new Conversion Price in an amount equal to the lesser of (x) consideration per share received by the lowest Market Price Topro, Inc. for Shares the additional shares of Common Stock during any then issued and the number of shares issuable to Holder upon conversion shall be proportionately increased; and, in the five (5) days prior case of shares issued without consideration, the initial Conversion Price shall be reduced in amount and the number of shares issued upon conversion shall be increased in an amount so as to maintain for the Holder the right to convert the Debenture into shares equal in amount to the date that same percentage interest in the Common Stock of Topro, Inc. as existed for the Holder submits a Conversion Notice (as defined below) to immediately preceding the Company and (y) the Conversion Price otherwise applicable at such time, subject to further adjustment in each caseStock Issue Date. Provided, however, that at no such time shall the additional shares issuable as a result The provisions of this Section 6 shall not apply to issuances of the first 40,000 shares of Additional Common Stock that are sold or granted for less than the Conversion Price. The above adjustment provision shall be subject to Topro, Inc.'s right to redeem the Debenture at 120% of par, or a higher price if by effect of this Debenture a higher price is then applicable, within 20 days after the Borrower's issuance of additional shares at less than the Conversion Price; however, the Topro, Inc. right to redeem is subject to the holder's right to waive said adjustment and refuse redemption. Notice provisions for redemption found in Section 5(c) result in more than 400,000 shares (as adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on above shall apply to the then existing Conversion Priceredemption right granted above.

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price The “Conversion Price” shall be equal to $15.6269 3.50 (such pricethe “Base Conversion Price”), as Reset (as defined below) and as adjusted in accordance with such amount may be adjusted, from time to time, pursuant to the provisions of Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price")4.4 hereafter. On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following All such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall foregoing determinations will be appropriately adjusted for any stock splits, reverse splitsdividend, stock dividends and other dilutive events split, stock combination, recapitalization or similar transaction that occur proportionately decreases or increases the shares of Common Stock during the Reset Pricing Periodsuch measuring period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunderadjustments, under the Purchase Agreement and/or the Registration Rights Agreementif, if at any time (i) by reason of the Subordination Agreementwhile this Note is outstanding, the Holder Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $5,000,000, excluding any and all indebtedness under this Note that is prevented from exercising its redemption rights or receiving any cash payment due to converted into Next Round Securities, and with the Holder hereunderprincipal purpose of raising capital; provided, under that the Purchase Agreement Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the Registration Rights Agreement and/or New York Stock Exchange (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreementa “Qualified Financing”), then the Base Conversion Price Price, shall be subject to further adjustment so that it shall thereafter be equal automatically adjusted to the lesser of (xi) 30% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic Conversion Price”) and (ii) the lowest Market Price for Shares of Common Stock during any of Base Conversion Price, subject to Customary Adjustments. Notwithstanding the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) foregoing, the Conversion Price otherwise applicable at such time, subject to further adjustment in each case. Provided, however, that at no such time shall not be adjusted below the additional shares issuable lower of the Automatic Conversion Price or the Base Conversion Price other than as a the result of this the adjustments or readjustments pursuant to Section 5(c) result 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in more than 400,000 shares (as adjusted for stock splitsequity including, reverse splitswithout limitation, stock dividends and a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other dilutive events) that would otherwise be issuable based on the then existing Conversion Price.Section hereof or under applicable law,

Conversion Price. Subject to adjustments pursuant to Section 7As used herein, this Debenture will have an initial conversion price equal to $15.6269 the term Conversion Price shall be the product of (such price, as Reset (as defined belowi) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 the average closing bid quotation of the Purchase Agreement and Section 2(b)(iCommon Stock as reported on the over-the-counter market, or the closing sale price if listed on a national securities exchange, for the five (5) trading days immediately preceding the date of the Registration Rights Agreement, shall be Conversion Notice referred to herein as in Section 3(e) below multiplied by (ii).75. Notwithstanding the foregoing, the Conversion Price shall, in no event, be less than $1.50 (the "Minimum Conversion Price"). On August 23; provided, 2000however, February 23, 2001, August 23, 2001 and February 23, 2002, only if that the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Minimum Conversion Price shall be subject to further adjustment so reduction as follows: (i) in the event that it shall thereafter be equal to during the lesser of period commencing June 1, 1997 through December 31, 1997 (xthe "Adjustment Period") the lowest Market Price for Shares of Common Stock during any of Corporation fails to ship 2,500 projectors (i.e., 417 projectors per month, the five "Monthly Shipment") or fails to receive $12,500,000 in projector revenues (5i.e., $2,085,000 per month, the "Monthly Revenues") days prior to then, the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Minimum Conversion Price otherwise applicable at such time, subject to further adjustment in each case. Providedshall be reduced by $.50; provided, however, that at no in the event that the Company fails to either ship during any month of the Adjustment Period, the Monthly Shipment, or fails to generate during any month of the Adjustment Period the Monthly Revenues, the Minimum Conversion Price shall be reduced by $.083 (the "Monthly Reduction"); provided, further, that in any month after there has been one or more Monthly Reductions during the Adjustment Period (a "Subsequent Month"), the aggregate Monthly Shipments during the Adjustment Period or the aggregate Monthly Revenues during the Adjustment Period equal or exceed the shipments or revenues, as the case may be, that the Company was required to have achieved, on a cumulative basis, as of any such Subsequent Month, then notwithstanding any reduction in the Minimum Conversion Price due to the fact that the Company previously failed to achieve either the Monthly Shipments or Monthly Revenues for a particular month or months, the Minimum Conversion Price shall be restored to $1.50 until such time that the Company fails to achieve Monthly Shipments and Monthly Revenues during a month during the Adjustment Period, in which event, the Minimum Conversion Price shall be appropriately reduced by the additional shares issuable as a result of this Section 5(c) result in more than 400,000 shares (as adjusted for stock splitsMonthly Reduction, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on subject to the then existing Conversion Priceforegoing provisions.

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an initial The conversion price for each conversion shall be $1.50. The Lender may choose the Alternate Conversion Price equal to $15.6269 (such price, as Reset 85% of the average of the three lowest Trading Prices (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of during the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the previous ten (10) Trading Days following Day period ending on the latest complete Trading Day prior to Notice of Conversion (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such respective date (security is listed or traded. In the "Reset Pricing Period") is lower than event the current Company receives a Notice of Conversion that elects the Alternate Conversion Price, the Company may, at its option, elect to satisfy its obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount. Once the registration statement is effective, Company shall provide standing instructions to the Holder on whether Company will be electing the cash payment over conversion so as to avoid unnecessary time and expense for Holder in prepare all documentation necessary for a conversion. Company may change their standing instructions by providing 60 days notice to the Holder. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall reset apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one ("Reset"181) days from the Issue Date, an additional 15% discount will be attributed to 100% the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such average (subject to further adjustment Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in each case)the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall not have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. In the event the Borrower has a result DTC “Chill” on its shares, an additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, in determining the number of outstanding shares of Common Stock, a Reset. The Market Price for Shares Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing within two Trading Days confirm orally and in addition to any other rights or remedies which may be available writing to the Holder hereunderthe number of shares of Common Stock then outstanding. Each time, under while this Note is outstanding, the Purchase Agreement and/or Borrower enters into a Section 3(a)(9) transaction (including but not limited to the Registration Rights Agreementissuance of new promissory notes or of a replacement promissory note), if or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at any a discount to market greater than the Conversion Price in effect at that time (i) by reason of prior to all other applicable adjustments in the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights AgreementNote), then the Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to further adjustment so full ratchet anti-dilution in the event that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Company issues any Common Stock during any at a per share price lower than the Conversion Price (each a “Dilutive Price”) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable in effect at such time, subject the time of the respective conversion. Holder shall be entitled to further adjustment deduct one thousand nine hundred dollars from the conversion amount in each caseNotice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. ProvidedIf at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, howeverthen at the sole discretion of the Holder, that at no the Conversion Price hereunder may equal such time shall par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as a result of this Section 5(c) result in more than 400,000 shares (as would have been issued had the Conversion Price not been adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on by the then existing Conversion PriceHolder to the par value price.

Conversion Price. Subject to adjustments pursuant to Section 7, this Debenture will have an (i) The initial conversion price equal to $15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period$796.97. In addition order to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason prevent dilution of the Subordination Agreementconversion rights granted under this SECTION 4.1, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price shall be subject to further adjustment so that it shall thereafter be equal from time to time pursuant to this SECTION 4.1(b). (ii) If and whenever the lesser of (xCompany issues or sells, or in accordance with SECTION 4.1(c) is deemed to have issued or sold, any Common Units for a consideration per Unit less than the lowest Market Current Price for Shares of Common Stock during any in effect as of the five date of such issue or sale, then immediately upon such issue or sale or deemed issue or sale the Conversion Price shall be reduced to a new Conversion Price determined by multiplying (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (yA) the Conversion Price otherwise applicable in effect immediately prior to such issue or sale, TIMES (B) a fraction, the numerator of which shall be the sum of (1) the number of Common Units Deemed Outstanding immediately prior to such issue or sale MULTIPLIED BY the Current Price in effect as of the date of such issue or sale, PLUS (2) the consideration, if any, received by the Company upon such issue or sale, and the denominator of which shall be the product of the Current Price in effect as of the date of such issue or sale MULTIPLIED BY the number of Common Units Deemed Outstanding immediately after such issue or sale. (iii) If at such time, subject to further adjustment in each case. Provided, however, that at no such any time shall the additional shares issuable Current Price is increased as a result of this Section 5(c) result in more than 400,000 shares a Subsequent Contribution (as defined in the Equity Purchase Agreement), such higher Current Price shall be retroactively effective as of the date of the First Amended Agreement for all purposes of this SECTION 4.1, and the Conversion Price then in effect shall be recalculated and adjusted for to the Conversion Price that would have been determined pursuant to this SECTION 4.1 (including, without limitation, in connection with issuances and deemed issuances of Common Units from the date of the First Amended Agreement until and including the date of such Subsequent Contribution) had the Current Price been such amount from the date of the First Amended Agreement until and including the date of such Subsequent Contribution (as such amount shall be equitably adjusted to reflect any stock splits, reverse splitsstock dividends, stock dividends combinations, or recapitalizations during such period). (iv) Notwithstanding the foregoing, there shall be no adjustment to the Conversion Price hereunder with respect to (A) the issuance of Common Units pursuant to SECTION 2.2(a) or (c) hereof, or (B) the granting of securities to Key Employees of the Company and other dilutive events) that would otherwise be issuable based on its Subsidiaries, or the then existing Conversion Priceissuance of Common Units upon exercise thereof, pursuant to the Company's Permitted Securities Plan (as defined in the Equity Purchase Agreement).