Common use of Optional Conversion Clause in Contracts

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$.65. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or thereafter during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.5 hereof, the initial “"Fixed Conversion Price” " means $ 2.74 subject 1.47 (103% of the average of the closing price of the Common Stock for the five (5) trading days immediately prior to adjustment as provided in Section 2.6 of this Note. the date hereof.) The shares of Common Stock to be issued upon such conversion are herein referred to as the “"Conversion Shares.”"

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “"Fixed Conversion Price” " means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.41. The shares of Common Stock to be issued upon such conversion are herein referred to as the “"Conversion Shares.”"

Optional Conversion. Subject to the terms of set forth in this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the issued and outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid Amended and Restated Secured Convertible Term Note and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note. The shares of Common Stock to be issued upon such conversion are herein referred to as as, the “Conversion Shares.”” For purposes of this Note, subject to Section 3.6 hereof, the initial “Fixed Conversion Price” means $3.69.

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.333. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$7.91. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 2.5 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$1.00. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, Date or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 2.2, 2.3 and 2.10 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable under this Note into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject $3.79 which has been determined on the date of this Note as an amount equal to adjustment as provided in Section 2.6 300% of the volume weighted average closing price of the Common Stock on the Principal Market for the five (5) trading days immediately prior to the date of this Note. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” "FIXED CONVERSION PRICE" means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$1.66. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares"CONVERSION SHARES.”"

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 2.7 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject $0.28 (105% of the average of the closing price of the Common Stock for the ten (10) trading days immediately prior to adjustment as provided in Section 2.6 of this Note. the date hereof.) The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” "FIXED CONVERSION PRICE" means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.80. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares"CONVERSION SHARES.”"

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “"Fixed Conversion Price” " means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.00111. The shares of Common Stock to be issued upon such conversion are herein referred to as the “"Conversion Shares.”"

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$.65. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Notetwenty five cents ($0. 25 ). The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 2.5 hereof, the initial “Fixed Conversion Price” "FIXED CONVERSION PRICE" means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$2.66. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares"CONVERSION SHARES.”"

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$10.37. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” means $ $2.74 subject to adjustment as provided in Section 2.6 3.6 of this Note. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)) per share. For purposes hereof, subject to Section 2.6 2.5 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.17. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 2.5 hereof, the initial “"Fixed Conversion Price” " means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.71. The shares of Common Stock to be issued upon such conversion are herein referred to as the “"Conversion Shares.”"

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note0.20. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 2.5 hereof, the initial “Fixed Conversion Price” "FIXED CONVERSION PRICE" means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.14. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares"CONVERSION SHARES.”"

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “"Fixed Conversion Price” " means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.91. The shares of Common Stock to be issued upon such conversion are herein referred to as the “"Conversion Shares.”"

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 2.5 hereof, the initial “"Fixed Conversion Price” " means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.39. The shares of Common Stock to be issued upon such conversion are herein referred to as the “"Conversion Shares.”"

Optional Conversion. Subject to the terms of this Article IIIII, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 3.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 3.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$0.88. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”

Optional Conversion. Subject to the terms of this Article II, ------------------- the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or thereafter during an Event of Default (as defined in Article IIIIV), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below)Price. For purposes hereof, subject to Section 2.6 2.5 hereof, the initial “Fixed Conversion Price” "FIXED CONVERSION PRICE" means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note$2.91. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares"CONVERSION SHARES.”"

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 hereof, the initial “Fixed Conversion Price” "FIXED CONVERSION PRICE" means $ 2.74 subject to adjustment as provided in Section 2.6 of this Note0.80. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares"CONVERSION SHARES.”"

Optional Conversion. Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable restricted shares of the Common Stock at the Fixed Conversion Price (defined below). For purposes hereof, subject to Section 2.6 hereof, the initial “Fixed Conversion Price” means $ 2.74 subject to adjustment as provided in Section 2.6 of this Notetwenty five cents $0.25. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”” . 06/30/2005 2