Common use of Contract Rate Adjustments and Payments Clause in Contracts

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination Date") and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower's common stock underlying each of the conversion of the Note and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If If (i) the Borrower Parent shall have registered the shares of the Borrower's common stock Common Stock underlying each of the conversion of the each Minimum Borrowing Note and that certain warrant and option issued to Holder the exercise of each Warrant on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252%) for each incremental twenty twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Parent shall not have registered the shares of the Common Stock underlying the conversion of each Minimum Borrowing Note and each Warrant on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1%) for each incremental twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate at any time be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower's ’s common stock underlying each of the conversion of the each Minimum Borrowing Note then outstanding and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding The “Principal Market” for the Common Stock shall include the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing (and anything to is at the contrary contained in herein), in no event shall time the Contract Rate be less than zero percent (0%principal trading exchange or market for the Common Stock). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1January 3, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"“Contract Rate Payment Date”). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a "Determination DateDETERMINATION DATE") and shall be subject to adjustment as set forth herein. If If (i) the Borrower Parent shall have registered the shares of the Borrower's common stock Common Stock underlying each of the conversion of the each Minimum Borrowing Note and that certain warrant and option issued to Holder each Warrant on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252%) for each incremental twenty twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Parent shall not have registered the shares of the Common Stock underlying the conversion of each Minimum Borrowing Note and each Warrant on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1%) for each incremental twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate at any time be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower's ’s common stock underlying each of the conversion of the each Minimum Borrowing Note then outstanding and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Borrower shall not have registered the shares of the Borrower’s common stock underlying the conversion of each Minimum Borrowing Note then outstanding and that certain warrant issued to Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November October 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"“Contract Rate Payment Date”). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a "Determination DateDETERMINATION DATE") and shall be subject to adjustment as set forth herein. If If (i) the Borrower Company shall have registered the shares of the Borrower's common stock Common Stock underlying each of the conversion of the each Minimum Borrowing Note and that certain warrant and option issued to Holder each Option on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252%) for each incremental twenty twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November June 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (eachotherwise. For the avoidance of doubt, a "CONTRACT RATE PAYMENT DATE"all determinations with respect to market price and trading volume of the Common Stock shall be made based upon information reported by Bloomberg, L.P. on the relevant date(s). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If If (i) the Borrower Company shall have registered the shares of the Borrower's common stock Common Stock underlying each of the conversion of the this Note and that certain warrant and option issued to Holder each Warrant on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252%) for each incremental twenty twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November May 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penaltyotherwise.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower's ’s common stock underlying each of the (i) the Borrower shall not have registered the shares of the Borrower’s common stock underlying the conversion of the each Minimum Borrowing Note then outstanding and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities SEC and Exchange Commission (the "SEC")which remains effective, and (ii) the market price (the "Market Price") Price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced decreased by 25 100 basis points (25 100 b.p.) (0.25%1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November December 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"“Contract Rate Payment Date”). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If If (i) the Borrower Txxxxx Equipment shall have registered the shares of Txxxxx Equipment’s common stock delivered to the Borrower's Holder on the Closing Date and the shares of Txxxxx Equipment’s common stock underlying each of the conversion of this Note, the Note Secured Convertible Term Note, the Options and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November December 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"“Contract Rate Payment Date”). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower's ’s common stock underlying each of the conversion of the each Minimum Borrowing Note then outstanding and that certain warrant issued to Holder on a (i) the Borrower shall not have registered the shares of the Borrower’s common stock underlying the conversion of each Minimum Borrowing Note then outstanding and option that certain warrant issued to Holder on a registration statement declared effective by the Securities SEC and Exchange Commission (the "SEC")which remains effective, and (ii) the market price (the "Market Price") Price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced decreased by 25 100 basis points (25 100 b.p.) (0.25%1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November December 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"“Contract Rate Payment Date”). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination Date") and shall be subject to adjustment as set forth herein. If (i) the Borrower Xxxxxx Equipment shall have registered the shares of the BorrowerXxxxxx Equipment's common stock delivered to the Holder on the Closing Date and the shares of Xxxxxx Equipment's Common underlying each of the conversion of the Note Minimum Borrowing Notes, the Secured Convertible Term Note, the Options and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November December 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATEContract Rate Payment Date"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination Date") and shall be subject to adjustment as set forth herein. If (i) the Borrower HSPR shall have registered the shares of HSPR's common (i) HSPR shall not have registered the Borrowershares of the HSPR's common stock underlying each of the conversion of the Note Minimum Borrowing Notes and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities SEC and Exchange Commission (the "SEC")which remains effective, and (ii) the market price (the "Market Price") Price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced decreased by 25 100 basis points (25 100 b.p.) (0.25%1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATEContract Rate Payment Date"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If If (i) the Borrower Txxxxx Equipment shall have registered the shares of the Borrower's Txxxxx Equipment’s common stock delivered to the Holder on the Closing Date and the shares of Txxxxx Equipment’s Common Stock underlying each of the conversion of this Note and the Note Minimum Borrowing Notes and the exercise of the Options and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November December 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"“Contract Rate Payment Date”). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination Date") and shall be subject to adjustment as set forth herein. If (i) the Borrower HSPR shall have registered the shares of the BorrowerHSPR's common stock underlying each of the conversion of the Note Minimum Borrowing Notes and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) HSPR shall not have registered the shares of HSPR's common stock underlying the conversion of the Minimum Borrowing Notes and that certain warrant issued to Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATEContract Rate Payment Date"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination Date") and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower's common stock underlying each of the conversion of the Note and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination DateDETERMINATION DATE") and shall be subject to adjustment as set forth herein. If If (i) the Borrower ROIE shall have registered the resale of the shares of the BorrowerROIE's common stock underlying each of the conversion of the Note, the Secured Convertible Term Note and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) ROIE shall not have registered the resale of the shares of ROIE's common stock underlying the conversion of this Note, the Secured Convertible Term Note and that certain warrant issued to Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November February 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If If (i) the Borrower Txxxxx Equipment shall have registered the shares of the Borrower's Txxxxx Equipment’s common stock delivered to the Holder on the Closing Date and the shares of Txxxxx Equipment’s Common underlying each of the conversion of the Note Minimum Borrowing Notes, the Secured Convertible Term Note, the Options and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November December 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"“Contract Rate Payment Date”). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination DateDETERMINATION DATE") and shall be subject to adjustment as set forth herein. If (i) the Borrower ROIE shall have registered the resale of the shares of the BorrowerROIE's common stock underlying each of the conversion of the Minimum Borrowing Notes, the Secured Convertible Term Note and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) ROIE shall not have registered the resale of the shares of ROIE's common stock underlying the conversion of the Minimum Borrowing Notes, the Secured Convertible Term Note and that certain warrant issued to Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November February 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If If (i) the Borrower Xxxxxx Equipment shall have registered the shares of the Borrower's Xxxxxx Equipment’s common stock delivered to the Holder on the Closing Date and the shares of Xxxxxx Equipment’s Common underlying each of the conversion of the Note Minimum Borrowing Notes, the Secured Convertible Term Note, the Options and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November December 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"“Contract Rate Payment Date”). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination DateDETERMINATION DATE") and shall be subject to adjustment as set forth herein. If If (i) the Borrower Company shall have registered the shares of the BorrowerCompany's common stock stock, par value $.01 per share (the "COMMON STOCK") underlying each of the conversion of the Note Minimum Borrowing Notes and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) Company shall not have registered the shares of Company's common stock underlying the conversion of the Minimum Borrowing Notes and that certain warrant issued to Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.2) until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If : (i) the Borrower Company shall have registered the shares of the Borrower's common stock Common Stock underlying each of the conversion of the this Note and that certain warrant and option issued to Holder each Warrant on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five average of the ten (510) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 100 basis points (25 100 b.p.) (0.251%) for each incremental twenty twenty-five percent (25%) increase increase, pro rata, in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November June 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penaltyotherwise.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a "Determination DateDETERMINATION DATE") and shall be subject to adjustment as set forth herein. If If (i) the Borrower Company shall have registered the shares of the Borrower's common stock Common Stock underlying each of the conversion of the each Minimum Borrowing Note and that certain warrant and option issued to Holder the Option on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252%) for each incremental twenty twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November June 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (eachotherwise. For the avoidance of doubt, a "CONTRACT RATE PAYMENT DATE"all determinations with respect to market price and trading volume of the Common Stock shall be made based upon information reported by Bloomberg, L.P. on the relevant date(s). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination DateDETERMINATION DATE") and shall be subject to adjustment as set forth herein. If If (i) the Borrower Company shall have registered the shares of the BorrowerCompany's common stock stock, par value $.01 per share (the "COMMON STOCK") underlying each of the conversion of the Note and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Company shall not have registered the shares of the Company's common stock underlying the conversion of the Note and that certain warrant issued to Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination DateDETERMINATION DATE") and shall be subject to adjustment as set forth herein. If (i) the Borrower ROIE shall have registered the resale of the shares of the BorrowerROIE's common stock underlying each of the conversion of the Note, the Secured Convertible Term Note and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market PriceMARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) ROIE shall not have registered the resale of the shares of ROIE's common stock underlying the conversion of this Note, the Secured Convertible Term Note and that certain warrant issued to Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November February 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If If (i) the Borrower Company shall have registered the shares of the Borrower's common stock Common Stock underlying each of the conversion of the this Note and that certain warrant and option issued to Holder each Warrant on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252%) for each incremental twenty twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November April 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penaltyotherwise.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination Date") and shall be subject to adjustment as set forth herein. If (i) the Borrower Xxxxxx Equipment shall have registered the shares of the BorrowerXxxxxx Equipment's common stock delivered to the Holder on the Closing Date and the shares of Xxxxxx Equipment's Common Stock underlying each of the conversion of this Note, the other Term Note and that the Minimum Borrowing Notes and the exercise of the Options and those certain warrant and option warrants issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November March 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATEContract Rate Payment Date"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a "Determination Date") and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower's common stock underlying each of the conversion of the Note and that certain warrant and option issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the market price (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Contract Interest Rate for the succeeding calendar month shall automatically be reduced by 25 basis points (25 b.p.) (0.25%0.25.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, in cash, commencing on November September 1, 2004 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATEContract Rate Payment Date"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penalty.

Contract Rate Adjustments and Payments. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a "“Determination Date"”) and shall be subject to adjustment as set forth herein. If If (i) the Borrower Company shall have registered the shares of the Borrower's common stock Common Stock underlying each of the conversion of the this Note and that certain warrant and option issued to Holder each Warrant on a registration statement declared effective by the Securities and Exchange Commission (the "“SEC"”), and (ii) the average market price (the "“Market Price"”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be reduced by 25 200 basis points (25 200 b.p.) (0.252%) for each incremental twenty twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. With respect to any calendar month ending on or prior to the one hundred twentieth (120) day after the date hereof, if (i) the Company shall not have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty-five percent (25%), the Contract Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1%) for each incremental twenty-five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Contract Rate be less than zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day year, for the actual number of days elapsed, and (ii) payable monthly, in arrears, in cash, commencing on November March 1, 2004 2005 and on the first business day of each consecutive calendar month thereafter until the Maturity Date (and on the Maturity Date), whether by acceleration or otherwise (each, a "CONTRACT RATE PAYMENT DATE"). The outstanding principal balance of this Note, together with any accrued but unpaid interest hereon may be prepaid at any time without penaltyotherwise.