Common use of Calculation of Conversion Price Clause in Contracts

Calculation of Conversion Price. The Conversion Price shall be equal to 75% of the Market Price (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The “Trading Price” means, for any security as of any date, the lowest traded price on the Over-the-Counter Pink Marketplace, or applicable trading market (the “OTC PINK”) as reported by a reliable reporting service designated by the Holder (e.g., Bloomberg) or, if the OTC PINK is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the promissory notes of the Borrower issued on the Issue Date (the “Notes”) for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC PINK, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Calculation of Conversion Price. The conversion price (the “Conversion Price”) shall equal the greater of (i) the Variable Conversion Price shall be equal to 75% of or (ii) the Market Price “Fixed Conversion Price” (subject, as defined herein) (subject in each case, case to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein,). The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the average of the lowest five (5) Trading Price Prices (as defined below) for the Common Stock during the twenty ten (2010) Trading Day period ending on the last latest complete Trading Day prior to the Conversion Date. The “Trading Price” means, for any security as of any date, the lowest traded closing bid price on the Over-the-Counter Bulletin Board, Pink Marketplace, Sheets electronic quotation system or applicable trading market (the “OTC PINKOTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (e.g., i.e. Bloomberg) or, if the OTC PINK is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers for such security that are quoted on listed in the OTC Markets“pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the promissory notes of the Borrower issued on the Issue Date (the “Notes”) Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC PINKOTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Fixed Conversion Price shall mean $0.00009.

Calculation of Conversion Price. The conversion price (the "Conversion Price") shall equal the Variable Conversion Price shall be equal to 75% of the Market Price (subject, in each case, as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s 's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “"Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). "Market Price” " means the average of the lowest three (3) Trading Price Prices (as defined below) for the Common Stock during the twenty ten (2010) Trading Day period ending on the last latest complete Trading Day prior to the Conversion Date. The “"Trading Price” " means, for any security as of any date, the lowest traded closing bid price on the Over-the-Counter Pink MarketplaceNasdaq Global Market, or applicable trading market (the “OTC PINK”"NASDAQ") as reported by a reliable reporting service ("Reporting Service") designated by the Holder (e.g., i.e. Bloomberg) or, if the OTC PINK NASDAQ is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers for such security that are quoted on listed in the OTC Markets. "pink sheets" by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the promissory notes of the Borrower issued on the Issue Date (the “Notes”) Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “"Trading Day” " shall mean any day on which the Common Stock is tradable for any period on the OTC PINKNASDAQ, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.