Common use of Payment of Monthly Amount in Cash or Common Stock Clause in Contracts

Payment of Monthly Amount in Cash or Common Stock. Company shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of the Monthly Amount, or (ii) in registered Common Stock sufficient to repay the Monthly Amount on the Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to Holder not later than three business days after the applicable Repayment Date. Company must send notice to Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth trading day preceding a Repayment Date notifying Holder of Company’s election to pay the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculations. If such notice is not given, or is not timely sent or if the Monthly Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stock, then Holder shall have the right, instead of the Company, to elect in writing prior to three trading days before the applicable Repayment Date, whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company relating to non-timely compliance by Company with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash in an amount equal to 110115% of the Principal Amount component of the Monthly Amount and 100% of all other components of the Monthly Amount, within three (3) business days after the applicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Repayment DateFixed Conversion Price (as defined in section 3.1 hereof), or (B) seventy-five percent (75%) of the average of the closing bid price of the common stock as such amount may be adjusted reported by Bloomberg L.P. for the Principal Market for the five trading days preceding the date a Notice of Conversion, if any, [as described herein; provided that, each time Company elects in Section 3(a)] is given to the Borrower by Holder after Borrower notifies Holder of its election to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered pursuant to Holder not later than three business days after the applicable Repayment Datefollowing sentence. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PMP.M., New York City time on the thirtieth twenty-second trading day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash to be paid and include supporting calculations. If the Borrower elects to pay the Monthly Amount with Common Stock and if the Holder does not give Notice of Conversion then the Repayment Date shall be deemed the Conversion Date and the Conversion Price shall be the lessor of (A) the Fixed Conversion Price (as defined in section 3.1 hereof) or (B) seventy five (75%) of the average of the closing bid price for the five trading days preceding the Repayment Date. Until fifteen (15) trading days after notice is given by the Borrower that the Borrower has elected to pay the Monthly Amount with Common Stock, the holder may elect to defer such payment of Common Stock until the Holder has elected to deliver a Notice of Conversion with respect to such Monthly Amount. The Conversion Price with respect to such deferred Monthly Amount shall be the Conversion Price set forth above in subsection (ii) of this Section 2.1. Amounts paid with shares of Common Stock must be delivered to the Holder as described in Section 3.3(b). Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior at any time from when such notice was required to three trading days before be given until the applicable Repayment Date, Date whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. Borrower hereby notifies the Holder that until further notice the Monthly Amount shall be paid to Holder with shares of Common Stock.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower's election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash in an amount equal to 110% of the Principal Amount component of the Monthly Amount and 100% of all other components of the Monthly Amount, within three (3) business days after the applicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Repayment DateFixed Conversion Price (as defined in section 3.1 hereof), or (B) seventy-five percent (75%) of the volume weighted average price of the common stock as such amount may be adjusted reported by Bloomberg L.P. using the AQR function for the Principal Market ("VWAP") for the five trading days preceding the date a Notice of Conversion, if any, [as described herein; provided that, each time Company elects in Section 3(a)] is given to the Borrower by Holder after Borrower notifies Holder of its election to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered pursuant to Holder not later than three business days after the applicable Repayment Datefollowing sentence. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PMP.M., New York City time on the thirtieth twenty-second trading day preceding a Repayment Date notifying Holder of Company’s Borrower's election to pay the Monthly Redemption Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash to be paid and include supporting calculations. If the Borrower elects to pay the Monthly Amount with Common Stock and if the Holder does not give Notice of Conversion then the Repayment Date shall be deemed the Conversion Date and the Conversion Price shall be 75% of the VWAP for the five trading days preceding the Repayment Date. Amounts paid with shares of Common Stock must be delivered to the Holder as described in Section 3.3(b). Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior at any time from when such notice was required to three trading days before be given until the applicable Repayment Date, Date whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s 's election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower shall pay the Monthly Amount on the applicable Repayment DateAmount, at Companythe Borrower’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) eighty-five percent (85%) of the VWAP (as defined below) as reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding such Repayment Date, Date (as such amount may be adjusted as described herein; provided that). Unless waived by the Holder, each time Company elects the Borrower may not elect to pay the a Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, due on a Repayment Date in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives in an amount of cash that is less than shares of Common Stock which would exceed in the Monthly aggregate for all Holders of Notes similar to this Note, two hundred percent (200%) of the aggregate daily trading volume for the fifteen (15) trading days preceding the Repayment Date as reported by Bloomberg L.P. for the Principal Market multiplied by the VWAP for the seven trading days preceeding such Repayment Date such amount (the “Exceeding Amount”) . Amounts paid with shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth fifth trading day preceding a Repayment Date (however the notice in reference to the payment due on February 11, 2008, shall be given within 2 days of execution of this Agreement and the Common Stock will be issued within 2 days of such notice but the VWAP calculation (date for the February 11, 2008 payment) will be February 11) notifying Holder of CompanyBorrower’s election to pay the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculations. If such notice is not given, or is not timely sent or if the Monthly Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stock, then Holder shall have the right, instead of the Company, to elect in writing prior to three trading days before the applicable Repayment Date, whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company relating to non-timely compliance by Company with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of within one (1) business day after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) $.005 (the “Fixed Conversion Price”), or (B) seventy percent (70%) of the average closing bid prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five (5) trading days preceding such Repayment Date, Date (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to Holder not later than three business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 3:00 PM, New York City time on the thirtieth trading day twenty-second Trading Day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stockstock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Redemption Amount and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not given, or (x) is not timely sent sent, or (y) if the Monthly Redemption Amount is not timely delivered delivered, or (z) if Company the Borrower elects to pay the Monthly Redemption Amount with Common Stock, then the Holder shall have the right, instead of the Company, right to elect in writing prior to within three trading days before prior to the applicable Repayment Date or required Delivery Date, as the case may be with respect to (x) and (y), whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to in the preceding sentence, case of (z) defer the payment of the relevant Monthly Redemption Amount must be paid in cashthat the Borrower has elected to pay with Common Stock until the conversion of the deferred amount by the Holder. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. Nor shall the Borrower’s compliance with Holder’s election be a default of any of Borrower’s obligations under this Note. Shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. Whichever of the Principal Market or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market.”

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash in an amount equal to 110% of the Principal Amount component of the Monthly Amount and 100% of all other components of the Monthly Amount, within four (4) business days after the applicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Repayment DateFixed Conversion Price (as defined in section 3.1 hereof), or (B) seventy-five percent (75%) of the average of the closing bid price of the common stock as such amount may be adjusted reported by Bloomberg L.P. for the Principal Market for the five trading days preceding the date a Notice of Conversion, if any, [as described herein; provided that, each time Company elects in Section 3.3a] is given to the Borrower by Holder after Borrower notifies Holder of its election to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered pursuant to Holder not later than three business days after the applicable Repayment Datefollowing sentence. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PMP.M., New York City time on the thirtieth twenty-second trading day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash to be paid and include supporting calculations. If such notice is not given, or is not timely sent or if the Monthly Amount is not timely delivered or if Company Borrower elects to pay the Monthly Amount with Common Stock, Stock and if the Holder does not give Notice of Conversion then Holder the Repayment Date shall have be deemed the right, instead Conversion Date and the Conversion Price shall be the lessor of (A) the Fixed Conversion Price (as defined in section 3.1 hereof) or (B) seventy five (75%) of the Company, to elect in writing average of the closing bid price for the five trading days preceding the Repayment Date. Borrower must give Holder fifteen (15) trading days notice prior to three trading days before each Repayment Date if Borrower will pay the applicable Repayment DateMonthly Amount in cash, whether otherwise such payment will be made by delivery of shares of Common Stock. The foregoing sentence notwithstanding such Monthly Amount if to be paid with shares of Common Stock will be automatically deferred (“Deferred Payment”) unless the Holder gives notice to the Borrower at least five (5) days before a Repayment Date that the Holder will accept payment of such Monthly Amount in cash or the form of Common Stock. If notice by The Conversion Price of each Deferred Payment will be the Company is not givenlesser of (i) the Conversion Price (as defined in Section 3.1 hereof), or (ii) seventy-five percent (75%) of the average of the closing bid prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five (5) trading days preceding the date a Notice of Conversion (a form of which is not timely given, then, unless notice annexed as Exhibit A to this Note) is given by Holder pursuant to the preceding sentenceBorrower with respect to such Deferred Payment. Amounts paid with shares of Common Stock must be delivered to the Holder as described in Section 3.3(b). Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. The foregoing notwithstanding, the relevant Monthly Amount must no amount payable hereunder may be paid in cashshares of Common Stock by the Borrower without the consent of the Holder after and during the pendency of an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default), unless waived in writing by the Holder. Such Holder’s election shall not Common Stock delivered pursuant to this Section 2 must be construed to be a waiver of immediately resellable and transferable by the Holder without any default by Company relating to non-timely compliance by Company with any of its obligations under this Noteadditional holding period.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower shall pay the Monthly Amount on the applicable Repayment DateAmount, at Companythe Borrower’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) eighty-five percent (85%) of the VWAP (as defined below) as reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding such Repayment Date, Date but not less than $.45 (“Minimum Conversion Price”) (as such amount may be adjusted as described herein; provided that). Unless waived by the Holder, each time Company elects the Borrower may not elect to pay the a Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, due on a Repayment Date in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives in an amount of cash that is less than shares of Common Stock which would exceed in the Monthly Amountaggregate for all Holders of Notes similar to this Note, thirty-three percent (33%) of the aggregate daily trading volume for the seven trading days preceding the Repayment Date as reported by Bloomberg L.P. for the Principal Market multiplied by the VWAP for such seven day period. Amounts paid with shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth fifth trading day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculations. Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company the Borrower elects to pay the Monthly Amount with Common Stock, then Holder shall have the right, instead of the Company, to elect in writing within three (3) trading days prior to three trading days before the applicable Repayment Date or required Delivery Date, as the case may be, whether to be paid in cash or Common Stock. If notice by Stock or defer the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, payment of the relevant Monthly Amount must until three (3) business days after demand therefore by the Holder. The conversion price in connection with such deferred Monthly Amount shall be paid in cashthe lowest conversion price that could be calculated for any Repayment Date from the Repayment Date for such deferred Monthly Amount until such Monthly Amount is actually paid. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. “VWAP” shall mean the sum of the dollars traded for every purchase and sale of the Common Stock on the Principal Market (determined as the price per share of Common Stock at which such purchase and sale occurred multiplied by the number of shares of Common Stock so purchased and sold) divided by the total shares of Common Stock traded during the period.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash in an amount equal to 110% of the Principal Amount component of the Monthly Amount and 100% of all other components of the Monthly Amount, within four (4) business days after the applicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Repayment DateFixed Conversion Price (as defined in section 3.1 hereof), or (B) seventy-five percent (75%) of the average of the closing bid price of the common stock as such amount may be adjusted reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding the date a Notice of Conversion, if any, [as described herein; provided that, each time Company elects in Section 3.3a] is given to the Borrower by Holder after Borrower notifies Holder of its election to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered pursuant to Holder not later than three business days after the applicable Repayment Datefollowing sentence. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PMP.M., New York City time on the thirtieth twenty-second trading day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash to be paid and include supporting calculations. If the Borrower elects to pay the Monthly Amount with Common Stock and if the Holder does not give Notice of Conversion then the Repayment Date shall be deemed the Conversion Date and the Conversion Price shall be the lessor of (A) the Fixed Conversion Price (as defined in section 3.1 hereof) or (B) seventy five (75%) of the average of the closing bid price for the five trading days preceding the Repayment Date. Until fifteen (15) trading days after notice is given by the Borrower that the Borrower has elected to pay the Monthly Amount with Common Stock, the holder may elect to defer such payment of Common Stock until the Holder has elected to deliver a Notice of Conversion with respect to such Monthly Amount. The Conversion Price with respect to such deferred Monthly Amount shall be the Conversion Price set forth above in subsection (ii) of this Section 2.1. Amounts paid with shares of Common Stock must be delivered to the Holder as described in Section 3.3(b). Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior at any time from when such notice was required to three trading days before be given until the applicable Repayment Date, Date whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.. and replaced with the following:

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower shall pay the Monthly Amount on the applicable Repayment DateAmount, at Companythe Borrower’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) 75% of the VWAP (as defined below) as reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding such Repayment Date, Date (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth fifth trading day preceding a Repayment Date (however the notice in reference to the payment due on July 11, 2008, shall be given within 2 days of execution of this Agreement and the Common Stock will be issued within 2 days of such notice but the VWAP calculation (date for the July 11, 2008 payment) will be July 11, 2008) notifying Holder of CompanyBorrower’s election to pay the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculations. Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company the Borrower elects to pay the Monthly Amount with Common Stock, then Holder shall have the right, instead of the Company, to elect in writing within three (3) trading days prior to three trading days before the applicable Repayment Date or required Delivery Date, as the case may be, whether to be paid in cash Common Stock or Common Stock. If notice by defer the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, payment of the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company relating to non-timely compliance by Company with any of its obligations under this Note.in

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower's election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in Section 3.1 hereof), or (B) eighty-five percent (85%) of the weighted average volume price of the Common Stock using the AQR function as reported by Bloomberg, L.P. for the Principal Market for the fifteen (15) trading days preceding such Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with Such shares of Common Stock must be delivered to the Holder not later than three (3) business days after of the applicable Repayment Date. If the Company elects to pay the Monthly Amount in cash, then such payment must include an additional amount equal to 8% of the principal portion of the Monthly Amount. Whichever of the Principal Market or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market. The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 3:00 PM, New York City time on the thirtieth trading day last Trading Day preceding a Repayment Date notifying Holder of Company’s Borrower's election to pay the Monthly Redemption Amount in cash or Common Stockstock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash and or stock to be paid and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior to three within five trading days before after the later of the applicable Repayment Date or required Delivery Date, as the case may be whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s 's election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower's election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of the Monthly Amountcash, or (ii) in registered with legended Common Stock sufficient registered for unrestricted resale. The Borrower must send notice to repay the Monthly Amount on the Holder by confirmed telecopier not later than 3:00 PM, New York City time not later than fourteen calendar days preceding a Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects Date notifying Holder of Borrower's election to pay the Monthly Redemption Amount pursuant in cash in an amount equal to clause (ii), 130% of the Company agrees to immediately provide additional amounts to Holder, either through delivery principal portion of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Redemption Amount on the relevant Repayment Date within thirty (30) days and 100% of the relevant Repayment Date, Holder receives an amount other components of cash that is less than the Monthly Redemption Amount. Amounts paid with shares Elections by the Borrower must be made to all Holders of Common Stock Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. Such cash payment must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. If the Company must send notice does not elect to pay a Monthly Redemption Amount in cash, then at anytime thereafter Holder by confirmed telecopier not later than 6:00 PM, New York City time may convert such Monthly Redemption Amount and any interest accrued on this Note into Common Stock at the thirtieth lesser of the Fixed Conversion Price or seventy percent (70%) of the average of the lowest five closing bid prices for the Common stock for the ten trading day days preceding a Repayment Conversion Date notifying Holder of Company’s election to pay as reported by Bloomberg L.P. for the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculationsPrincipal Market. If such notice is not given, or is not timely sent or if the cash Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall thereafter have the right, instead of the Company, to elect in writing prior to three trading days before the applicable Repayment Date, whether to be paid in cash or Common Stock. If notice by Stock at the Company is not givenlesser of the Fixed Conversion Price, or is not timely given, then, unless notice is given seventy percent (70%) of the average of the lowest five closing bid prices for the Common stock for the ten trading days preceding a Conversion Date as reported by Holder pursuant to Bloomberg L.P. for the preceding sentence, the relevant Monthly Amount must be paid in cashPrincipal Market ("Variable Price"). Such Holder’s 's election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. Whichever of the NASD, OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower shall pay the Monthly Amount on the applicable Repayment DateAmount, at Companythe Borrower’s election, in either of the following manners: (i) in cash in an amount equal to 110115% of the Principal Amount component of the Monthly AmountAmount and 100% of all other components of the Monthly Amount within three (3) business days after the applicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) seventy-five percent (75%) of the average of the closing bid price of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five trading days preceding such Repayment Date, Date (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth twenty-second trading day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculations. Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company the Borrower elects to pay the Monthly Amount with Common Stock, then Holder shall have the right, instead of the Company, to elect in writing prior to three trading days before the applicable Repayment Datewriting, whether to be paid in cash or Common Stock. If notice by Stock or defer the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, payment of the relevant Monthly Amount must until three (3) business days after demand therefore by the Holder. Any payments due after the Holder makes its election shall be paid due the later of three (3) days after written notice by the Holder or the applicable Repayment Date. The conversion price in cashconnection with such deferred Monthly Amount shall be the lowest conversion price that could be calculated for any Repayment Date from the Repayment Date for such deferred Monthly Amount until such Monthly Amount is actually paid. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower shall pay the Monthly Amount on the applicable Repayment Date, Date at Companythe Borrower’s election, in either of the following manners: (i) in cash equal to 110% of the Principal portion of the Monthly Amount and 100% of all other components of the Monthly Amount, or (ii) in registered with Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) eighty percent (80%) of the average daily closing bid prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five trading days preceding such Repayment Date, Date (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with cash or shares of Common Stock must be delivered to the Holder not later than three business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth trading tenth calendar day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculations. The same election must be made to all Holders and Other Holders. If such notice is not given, or is not timely sent given or if the Monthly Redemption Amount is not timely delivered or if Company elects delivered, then the Holder shall at anytime thereafter have the right on three business days prior notice to pay the Borrower to elect to receive such Monthly Amount with Common Stock, then Holder shall have the right, instead of the Company, to elect in writing prior to three trading days before the applicable Repayment Date, whether to be paid in cash or Common StockStock as described in Sections (i) and (ii) above. If notice by Anything to the Company is not givencontrary herein notwithstanding in addition to any other rights of the Holder, the Holder may convert up to one-twelfth (1/12th) of the initial Principal Amount of this Note, on a cumulative basis, each 30 days for a period of 180 days commencing August 30, 2008, at a conversion price equal to the lesser of (i) the Fixed Conversion Price, or is not timely given, then, unless notice (ii) eighty percent (80%) of the average daily closing bid prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five trading days preceding the date the Notice of Conversion (as defined in Section 3.3) is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid Borrower in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company relating to non-timely compliance by Company connection with any of its obligations under this Notesuch converted amount.”

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower's election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in Section 3.1 hereof), or (B) eighty-five percent (85%) of the VWAP for the fifteen (15) trading days preceding such Repayment Date, Date ("Alternate Price") but not less than $1.00 (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to Holder not later than three business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 3:00 PM, New York City time on the thirtieth trading day fifth Trading Day preceding a Repayment Date notifying Holder of Company’s Borrower's election to pay the Monthly Redemption Amount in cash or Common Stockstock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Redemption Amount and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, right to elect in writing prior to within three trading days before prior to the applicable Repayment Date or required Delivery Date, as the case may be whether to be paid in cash or Common Stock. If notice by Stock or defer the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, cash payment of the relevant Monthly Redemption Amount must until three business days after demand therefore by the Holder. If the VWAP on any Repayment Date is less than $1.00, the Monthly Redemption Amount shall be paid in cash. Such Holder’s 's election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. Shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. If the Company elects to pay the Monthly Amount in cash, or if the payment of an Interim Payment is required to be made with cash, then such payment must include an additional amount equal to 8% of the principal portion of the Monthly Amount. Whichever of the Principal Market or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on not later than four (4) business days after the applicable relevant Repayment Date, at Company’s election, in either of the following manners: Date (i) in cash in an amount equal to 110% of the Principal Amount component of the Monthly Amount and 100% of all other components of the Monthly Amount, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Repayment Date, Fixed Conversion Price (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (iidefined in section 3.1 hereof), or (B) seventy-five percent (75%) of the Company agrees to immediately provide additional amounts to Holder, either through delivery average of cash or registered Common Stock, in the event that, if Holder sells closing price of the registered Common Stock originally provided to repay common stock as reported by Bloomberg L.P. for the Monthly Amount on Principal Market for the relevant Repayment Date within thirty (30) five trading days of preceding the relevant Repayment Date, . The Borrower must contemporaneously deliver to Holder receives an supporting calculation for the amount of cash that is less than the Monthly Amountpaid or shares of Common Stock delivered. Amounts paid with shares of Common Stock must be delivered to the Holder not later than three business as described in Section 3.3(b). Payment amounts and form must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. Borrower must give Holder fifteen (15) trading days after the applicable Repayment Date. Company must send notice prior to Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth trading day preceding a each Repayment Date notifying Holder of Company’s election to if Borrower will pay the Monthly Amount in cash or cash, otherwise such payment will be made by delivery of shares of Common Stock. The Notice must state the amount of the foregoing sentence notwithstanding such Monthly Amount including if to be paid with shares of Common Stock will be automatically deferred (“Deferred Payment”) unless the Holder gives notice to the Borrower at least five (5) days before a description of Repayment Date that the components Holder will accept payment of such Monthly Amount and include supporting calculations. If such notice is not given, or is not timely sent or if in the Monthly Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stock, then Holder shall have the right, instead form of the Company, to elect in writing prior to three trading days before the applicable Repayment Date, whether to be paid in cash or Common Stock. If notice by The Conversion Price of each Deferred Payment will be the Company is not givenlesser of (i) the Conversion Price (as defined in Section 3.1 hereof), or (ii) seventy-five percent (75%) of the average of the closing prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five (5) trading days preceding the date a Notice of Conversion (a form of which is not timely given, then, unless notice annexed as Exhibit A to this Note) is given by Holder pursuant to the preceding sentenceBorrower with respect to such Deferred Payment. The foregoing notwithstanding, the relevant Monthly Amount must no amount payable hereunder may be paid in cashshares of Common Stock by the Borrower without the consent of the Holder after and during the pendency of an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default), unless waived in writing by the Holder. Such Holder’s election shall not Common Stock delivered pursuant to this Section 2 must be construed to be a waiver of immediately resellable and transferable by the Holder without any default by Company relating to non-timely compliance by Company with any of its obligations under this Noteadditional holding period.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered registered, unlegended, free-trading Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (a) the Conversion Price, or (b) eighty-five percent (85%) of the average of the five (5) closing bid prices of the Common Stock as reported by Bloomberg L.P. for the five (5) trading days preceding such Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with Such shares of Common Stock must be delivered to the Holder not later than three (3) business days after of the applicable Repayment Date. Company Whichever of the Pink Sheets, NASD, OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market. The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 3:00 PM, New York City time on the thirtieth trading day preceding a each Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stockstock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash and or stock to be paid and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior to three within five trading days before after the later of the applicable Repayment DateDate or required delivery date, as the case may be, whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to the terms hereof, the Borrower shall pay have the sole option to determine whether to satisfy payment of the Monthly Amount on the applicable each Repayment Date, at Company’s election, in Date either of the following manners: (i) in cash equal to 110% or in shares of Common Stock (as defined in the Monthly AmountPurchase Agreement), or a combination of both. Each month by the tenth (ii10th) day of such month, the Borrower shall deliver to the Holder a written irrevocable notice in registered Common Stock sufficient to repay the Monthly Amount on the Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects form of Exhibit B attached hereto electing to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount payable on the relevant next Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to Holder not later than three business days after the applicable Repayment Date. Company must send notice to Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth trading day preceding a Repayment Date notifying Holder of Company’s election to pay the Monthly Amount in either cash or Common Stock, or a combination of both (each, a "Repayment Election Notice") (the date by which such notice is required to be given being hereinafter referred to as the "Notice Date"). The If a Repayment Election Notice must state is not delivered to the amount of Holder by the applicable Notice Date for such Repayment Date, then the Monthly Amount including a description of the components of due on such Monthly Amount and include supporting calculations. If such notice is not given, or is not timely sent or if the Monthly Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stock, then Holder Repayment Date shall have the right, instead of the Company, to elect in writing prior to three trading days before the applicable Repayment Date, whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election Any portion of the Monthly Amount paid in cash on a Repayment Date, shall not be construed paid to the Holder an amount equal to (x) 103% of the principal portion of the Monthly Amount plus (y) any accrued and unpaid interest in satisfaction of such obligation. If the Borrower repays all or a portion of the Monthly Amount in shares of Common Stock, the number of such shares to be a waiver issued for such Repayment Date shall be the number determined by dividing (x) the portion of any default the Monthly Amount to be paid in shares of Common Stock, by Company relating to non-timely compliance by Company with any of its obligations under this Note.(y) the Fixed Conversion Price. For purposes hereof, the "Fixed Conversion Price" means $0.40. -----------------------------------------------------------------------------------------------------------------

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower shall pay the Monthly Amount on the applicable Repayment DateAmount, at Companythe Borrower’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) 75% of the VWAP (as defined below) as reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding such Repayment Date, Date (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth fifth trading day preceding a Repayment Date (however the notice in reference to the payment due on May 11, 2008, shall be given within 2 days of execution of this Agreement and the Common Stock will be issued within 2 days of such notice but the VWAP calculation (date for the May 11, 2008 payment) will be May 11) notifying Holder of CompanyBorrower’s election to pay the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculations. Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company the Borrower elects to pay the Monthly Amount with Common Stock, then Holder shall have the right, instead of the Company, to elect in writing within three (3) trading days prior to three trading days before the applicable Repayment Date or required Delivery Date, as the case may be, whether to be paid in cash Common Stock or Common Stock. If notice by defer the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, payment of the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company relating to non-timely compliance by Company with any of its obligations under this Note.in

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash in an amount equal to 110% of the Principal Amount component of the Monthly Amount and 100% of all other components of the Monthly Amount, within four (4) business days after the applicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Repayment DateFixed Conversion Price (as defined in section 3.1 hereof), or (B) seventy-five percent (75%) of the average of the closing bid price of the common stock as such amount may be adjusted reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding the date a Notice of Conversion, if any, [as described herein; provided that, each time Company elects in Section 3(a)] is given to the Borrower by Holder after Borrower notifies Holder of its election to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered pursuant to Holder not later than three business days after the applicable Repayment Datefollowing sentence. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PMP.M., New York City time on the thirtieth twenty-second trading day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash to be paid and include supporting calculations. If the Borrower elects to pay the Monthly Amount with Common Stock and if the Holder does not give Notice of Conversion then the Repayment Date shall be deemed the Conversion Date and the Conversion Price shall be the lessor of (A) the Fixed Conversion Price (as defined in section 3.1 hereof) or (B) seventy five (75%) of the average of the closing bid price for the five trading days preceding the Repayment Date. Until fifteen (15) trading days after notice is given by the Borrower that the Borrower has elected to pay the Monthly Amount with Common Stock, the holder may elect to defer such payment of Common Stock until the Holder has elected to deliver a Notice of Conversion with respect to such Monthly Amount. The Conversion Price with respect to such deferred Monthly Amount shall be the Conversion Price set forth above in subsection (ii) of this Section 2.1. Amounts paid with shares of Common Stock must be delivered to the Holder as described in Section 3.3(b). Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior at any time from when such notice was required to three trading days before be given until the applicable Repayment Date, Date whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower shall pay the Monthly Amount on the applicable Repayment DateAmount, at Company’s the Borrower's election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) eighty-five percent (85%) of the VWAP (as defined below) as reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding such Repayment Date. Unless waived by the Holder, the Borrower may not elect to pay a Monthly Amount due on the a Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, Date in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives in an amount of cash that is less than shares of Common Stock which would exceed in the Monthly Amountaggregate for all Holders of Notes similar to this Note, twenty-five percent (25%) of the aggregate daily trading volume for the seven trading days preceding the Repayment Date as reported by Bloomberg L.P. for the Principal Market multiplied by the VWAP for such seven day period. Amounts paid with shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth fifth trading day preceding a Repayment Date notifying Holder of Company’s Borrower's election to pay the Monthly Redemption Amount in cash or Common Stock. The Notice Elections by the Borrower must state be made to all Other Holders in proportion to the amount of relative Note principal held by the Monthly Amount including a description of Holder and the components of such Monthly Amount and include supporting calculationsOther Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior to three trading days before at any time after the applicable Repayment Date, Date whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s 's election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. "VWAP" shall mean the sum of the dollars traded for every purchase and sale of the Common Stock on the Principal Market (determined as the price per share of Common Stock at which such purchase and sale occurred multiplied by the number of shares of Common Stock so purchased and sold) divided by the total shares of Common Stock traded during the period.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower's election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of within one (1) business day after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in Section 3.1 hereof), or (B) eighty-five percent (85%) of the average closing bid prices of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the five (5) trading days preceding such Repayment Date, Date (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to Holder not later than three business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 3:00 PM, New York City time on the thirtieth trading day twenty-second Trading Day preceding a Repayment Date notifying Holder of Company’s Borrower's election to pay the Monthly Redemption Amount in cash or Common Stockstock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Redemption Amount and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not given, or (x) is not timely sent sent, or (y) if the Monthly Redemption Amount is not timely delivered delivered, or (z) if Company the Borrower elects to pay the Monthly Redemption Amount with Common Stock, then the Holder shall have the right, instead of the Company, right to elect in writing prior to within three trading days before prior to the applicable Repayment Date or required Delivery Date, as the case may be with respect to (x) and (y), whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to in the preceding sentence, case of (z) defer the payment of the relevant Monthly Redemption Amount must be paid in cashthat the Borrower has elected to pay with Common Stock until the conversion of the deferred amount by the Holder. Such Holder’s 's election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. Nor shall the Borrower's compliance with Holder's election be a default of any of Borrower's obligations undex xxxx Note. Shares of Common Stock must xx xxxxxered to the Holder not later than three (3) business days after the applicable Repayment Date. Whichever of the Principal Market or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to the terms hereof, the Borrower shall pay have the sole option to determine whether to satisfy payment of the Monthly Amount on each Repayment Date either in cash or in shares of its Class A common stock, no par value per share (the applicable “Common Stock”), or a combination of both. Each month, ten (10) days prior to a Repayment Date, at Company’s election, the Borrower shall deliver to the Holder a written irrevocable notice in either the form of the following manners: (i) in cash equal to 110% of the Monthly Amount, or (ii) in registered Common Stock sufficient to repay the Monthly Amount on the Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects Exhibit B attached hereto electing to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount payable on the relevant next Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to Holder not later than three business days after the applicable Repayment Date. Company must send notice to Holder by confirmed telecopier not later than 6:00 PM, New York City time on the thirtieth trading day preceding a Repayment Date notifying Holder of Company’s election to pay the Monthly Amount in either cash or Common Stock, or a combination of both (each, a “Repayment Election Notice”) (the date by which such notice is required to be given being hereinafter referred to as the “Notice Date”). The If a Repayment Election Notice must state is not delivered to the amount of Holder by the applicable Notice Date for such Repayment Date, then the Monthly Amount including a description of the components of due on such Monthly Amount and include supporting calculations. If such notice is not given, or is not timely sent or if the Monthly Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stock, then Holder Repayment Date shall have the right, instead of the Company, to elect in writing prior to three trading days before the applicable Repayment Date, whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election Any portion of the Monthly Amount paid in cash on a Repayment Date, shall not be construed paid to the Holder an amount equal to 102% of the cash portion of the Monthly Amount then payable in satisfaction of such obligation. If the Borrower repays all or a portion of the Monthly Amount in shares of Common Stock, the number of such shares to be a waiver issued for such Repayment Date shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the Fixed Conversion Price. For purposes hereof, the “Fixed Conversion Price” means $5.31; provided, however, that upon the occurrence of any default by Company relating stock split, stock dividend, combination of shares or reverse stock split pertaining to non-timely compliance by Company with any the Common Stock, the Fixed Conversion Price shall be proportionately increased or decreased as necessary to reflect the proportionate change in the shares of its obligations under this NoteCommon Stock issued and outstanding as a result of such stock split, stock dividend, combination of shares or reverse stock split.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower's election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash in an amount equal to 110100% of the Principal Amount component of the Monthly Amount and 100% of all other components of the Monthly Amount, within three (3) business days after the applicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) eighty-five percent (85%) of the volume weighted average price of the common stock as reported by Bloomberg L.P. using the AQR function for the Principal Market ("VWAP") for the ten trading days preceding such Repayment Date. Unless waived by the Holder, the Borrower may not elect to pay a Monthly Amount due on the a Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, Date in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives in an amount of cash that is less than shares of Common Stock which would exceed in the Monthly Amountaggregate for all Holders of Notes similar to this Note, thirty-five percent (35%) of the aggregate daily trading volume for the seven trading days preceding the Repayment Date as reported by Bloomberg L.P. for the Principal Market multiplied by the VWAP for such seven day period. Amounts paid with shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PMP.M., New York City time on the thirtieth fifth trading day preceding a Repayment Date notifying Holder of Company’s Borrower's election to pay the Monthly Redemption Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash and or stock to be paid and include supporting calculations. Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior to three within five trading days before after the applicable Repayment Date, whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s 's election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash in an amount equal to 110115% of the Principal Amount component of the Monthly Amount and 100% of all other components of the Monthly Amount, within four (4) business days after the applicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Repayment DateFixed Conversion Price (as defined in section 3.1 hereof), or (B) seventy-five percent (75%) of the average of the closing bid price of the common stock as such amount may be adjusted reported by Bloomberg L.P. for the Principal Market for the five trading days preceding the date a Notice of Conversion, if any, [as described herein; provided that, each time Company elects in Section 3(a)] is given to the Borrower by Holder after Borrower notifies Holder of its election to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered pursuant to Holder not later than three business days after the applicable Repayment Datefollowing sentence. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PMP.M., New York City time on the thirtieth twenty-second trading day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash to be paid and include supporting calculations. If the Borrower elects to pay the Monthly Amount with Common Stock and if the Holder does not give Notice of Conversion then the Repayment Date shall be deemed the Conversion Date and the Conversion Price shall be the lessor of (A) the Fixed Conversion Price (as defined in section 3.1 hereof) or (B) seventy five (75%) of the average of the closing bid price for the five trading days preceding the Repayment Date. Until fifteen (15) trading days after notice is given by the Borrower that the Borrower has elected to pay the Monthly Amount with Common Stock, the holder may elect to defer such payment of Common Stock until the Holder has elected to deliver a Notice of Conversion with respect to such Monthly Amount. The Conversion Price with respect to such deferred Monthly Amount shall be the Conversion Price set forth above in subsection (ii) of this Section 2.1. Amounts paid with shares of Common Stock must be delivered to the Holder as described in Section 3.3(b). Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior at any time from when such notice was required to three trading days before be given until the applicable Repayment Date, Date whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. Borrower hereby notifies the Holder that until further notice the Monthly Amount shall be paid to Holder with shares of Common Stock.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower's election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) the Fixed Conversion Price (as defined in Section 3.1 hereof), or (B) eighty-five percent (85%) of the VWAP for the fifteen (15) trading days preceding such Repayment Date, Date ("Alternate Price") but not less than $1.00 (as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with shares of Common Stock must be delivered to Holder not later than three business days after the applicable Repayment Date. Company The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 3:00 PM, New York City time on the thirtieth trading day twenty-second Trading Day preceding a Repayment Date notifying Holder of Company’s Borrower's election to pay the Monthly Redemption Amount in cash or Common Stockstock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Redemption Amount and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company the Borrower elects to pay the Monthly Redemption Amount with Common Stock, then Holder shall have the right, instead of the Company, right to elect in writing prior to within three trading days before prior to the applicable Repayment Date or required Delivery Date, as the case may be whether to be paid in cash or Common Stock. If notice by Stock or defer the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, cash payment of the relevant Monthly Redemption Amount must be paid in cashuntil three business days after demand therefore by the Holder. Such Holder’s 's election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note. Shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. If the Company elects to pay the Monthly Amount in cash, or if the payment of an Interim Payment is required to be made with cash, then such payment must include an additional amount equal to 8% of the principal portion of the Monthly Amount. Whichever of the Principal Market or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered registered, unlegended, free-trading Common Stock sufficient at an applied conversion rate equal to repay eighty-five percent (85%) of the Monthly Amount on average of the five (5) closing bid prices of the Common Stock as reported by Bloomberg L.P. for the five (5) trading days preceding such Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with Such shares of Common Stock must be delivered to the Holder not later than three (3) business days after of the applicable Repayment Date. Company Whichever of the Pink Sheets, NASD, OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market. The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 3:00 PM, New York City time on the thirtieth trading day preceding a each Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stockstock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash and or stock to be paid and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior to three within five trading days before after the later of the applicable Repayment DateDate or required delivery date, as the case may be, whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.

Payment of Monthly Amount in Cash or Common Stock. Company Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall pay the Monthly Amount on the applicable Repayment Date, at Company’s election, in either of the following manners: (i) in cash equal to 110% of within three (3) business days after the Monthly Amountapplicable Repayment Date, or (ii) in registered Common Stock sufficient at an applied conversion rate equal to repay the Monthly Amount on lesser of (A) $____ [85% of closing bid price of Common Stock as reported by Bloomberg L.P. for the trading day preceding the Closing Date], or (B) eighty-five percent (85%) of the average of the five (5) closing bid prices of the Common Stock as reported by Bloomberg L.P. for the five (5) trading days preceding such Repayment Date, as such amount may be adjusted as described herein; provided that, each time Company elects to pay the Monthly Amount pursuant to clause (ii), the Company agrees to immediately provide additional amounts to Holder, either through delivery of cash or registered Common Stock, in the event that, if Holder sells the registered Common Stock originally provided to repay the Monthly Amount on the relevant Repayment Date within thirty (30) days of the relevant Repayment Date, Holder receives an amount of cash that is less than the Monthly Amount. Amounts paid with Such shares of Common Stock must be delivered to the Holder not later than three (3) business days after of the applicable Repayment Date. Company Whichever of the NASD, OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market. The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 3:00 PM, New York City time on the thirtieth trading day last Trading Day preceding a Repayment Date notifying Holder of CompanyBorrower’s election to pay the Monthly Redemption Amount in cash or Common Stockstock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount cash and or stock to be paid and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not given, or is not timely sent or if the Monthly Redemption Amount is not timely delivered or if Company elects to pay the Monthly Amount with Common Stockdelivered, then Holder shall have the right, instead of the Company, to elect in writing prior to three within five trading days before after the later of the applicable Repayment DateDate or required delivery date, as the case may be whether to be paid in cash or Common Stock. If notice by the Company is not given, or is not timely given, then, unless notice is given by Holder pursuant to the preceding sentence, the relevant Monthly Amount must be paid in cash. Such Holder’s election shall not be construed to be a waiver of any default by Company Borrower relating to non-timely compliance by Company Borrower with any of its obligations under this Note.