Common use of Conversion; Conversion Price; Valuation Event Clause in Contracts

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the dollar amount Principal Amount of the Debenture being converted multiplied by eleven, minus the product of at the Conversion Price multiplied Date (plus, if mutually agreed by ten times the dollar amount of parties, any accrued and unpaid interest on the Debenture being converted, and converted through the entire foregoing result shall be Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) $0.20, or (ii) eighty percent (80% %) of the average of the 3 5 lowest Volume Weighted Average Prices daily VWAPs during the 20 twenty (20) Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three one and one-half percentage points (1.5%) for each week month or partial week month occurring after the Deadline that the Registration Statement is not effective. In addition, if Such reduction of the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, Discount Multiplier shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that rescinded 60 days after the Registration Statement is declared effective effective. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Conversion Price is below $0.025, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and continuing for unpaid interest, at 110% of such amount. In the number event that the Company elects to prepay that portion of days that a Registration Statement was not effectivethe Debenture, Holder shall have right to withdraw its Conversion Notice. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does breaches this provision, Holder shall not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month. In the event the Holder breaches this provision more than once in any twelve month if period, at the option of the Company, this Agreement, the Registration Rights Agreement, the Securities Purchase Agreement and the associated warrants shall terminate, and the outstanding principal of this Debenture, together with accrued but unpaid interest thereon, shall mature six months after the date the Company gives Holder written notice, at least 5 bxxxxxxs days prior elects to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that monthexercise this option. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to lieu of any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty twenty-five percent (150125%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty twenty-five percent (150125%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 65,000 Shares of Common Stock for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "“Conversion Price" ” shall be equal to the lesser of (i) $0.70, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's ’s election to convert, or (iiiii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's ’s election to convert (the percentage figure being a "“Discount Multiplier"”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the dollar amount Principal Amount of the Debenture being converted multiplied by elevenat the Conversion Date (plus, minus at the product option of the Conversion Price multiplied by ten times the dollar amount of Holder, any accrued and unpaid interest on the Debenture being converted, and converted through the entire foregoing result shall be Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "“Conversion Price" ” shall be equal to the lesser of (i) $0.25, or (ii) eighty percent (80% %) of the average of the 3 three lowest Volume Weighted Average Market Prices during the 20 twenty (20) Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's ’s election to convert (the percentage figure being a "“Discount Multiplier"”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each week month or partial week month occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's ’s Registration Statement has not been declared effective by the Deadline Deadline, other than as a result of delay by either the SEC or the attorneys filing the Registration Statement on behalf of the Company, or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's ’s Registration Statement being declared effective by the SEC or during the period that the Company's ’s Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 25,000 Shares of Common Stock and $15,000 5,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 10,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 25,000 Shares of Common Stock and $15,000 5,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 10,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the dollar amount Principal Amount of the Debenture being converted multiplied by elevenat the Conversion Date (plus, minus at the product option of the Conversion Price multiplied by ten times the dollar amount of Holder, any accrued and unpaid interest on the Debenture being converted, and converted through the entire foregoing result shall be Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "“Conversion Price" ” shall be equal to the lesser of (i) five cents ($0.05), or (ii) eighty percent (80% %) of the average of the 3 lowest Volume Weighted Average Prices Market Price during the 20 twenty (20) Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's ’s election to convert (the percentage figure being a "“Discount Multiplier"”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each week month or partial week month occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's ’s Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's ’s Registration Statement being declared effective by the SEC or during the period that the Company's ’s Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the dollar amount Principal Amount of the Debenture being converted multiplied by elevenat the Conversion Date (plus, minus at the product option of the Conversion Price multiplied by ten times the dollar amount of Holder, any accrued and unpaid interest on the Debenture being converted, and converted through the entire foregoing result shall be Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) $0.50, or (ii) eighty percent (80% %) of the average of the 3 three lowest Volume Weighted Average Market Prices during the 20 twenty (20) Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each week month or partial week month occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price, provided, however, if the Volume Weighted Average Price is below $0.0005 during any ten consecutive Trading Days, Holder may elect to convert this Debenture only, without exercising the related Warrants, and in such case, the number of Common Shares that Holder receives upon conversion of this Debenture shall be the amount of the Debenture being converted divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) $0.20, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert, or (iiiii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 510% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 510% of the face value of the Debenture in any calendar month, the excess over 510% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 510% of the Debenture in any particular calendar month, the Company's remedy shall be limited to that Holder shall not being be entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs business days prior to the end of the month, of Holder's failure to convert the minxxxx xequired xxxxxxm required amount for that month. In the event Holder does not convert at least 10% of the Debenture for two consecutive calendar months, in addition to the penalty set forth in the previous sentence, the Company may repay, at par, an amount of the Debenture equal to two times the differential between 10% of the face value of the Debenture and the amount actually converted by Holder. If the Holder elecxx xx convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.01, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 125% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. If, at anytime during the month, the Volume Weighted Average Price is below $0.01, Holder shall not be obligated to convert any portion of the Debenture during that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty twenty-five percent (150125%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty twenty-five percent (150125%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At Subject to the filing of a certificate of amendment to the certificate of incorporation of the Company, at the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) $0.20, or (ii) eighty percent (80% %) of the average of the 3 lowest Volume Weighted Average Prices during the 20 twenty (20) Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each week month or partial week month occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy Holder shall not be limited to Holder not being entitled to collect interest on the Debenture for that month if month. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.05, the Company gives shall have the right to prepay that portion of the Debenture that Holder written noticeelected to convert, plus any accrued and unpaid interest, at least 5 bxxxxxxs days prior 150% of such amount. In the event that the Company elects to the end prepay that portion of the monthDebenture, of Holder's failure Holder shall have the right to convert the minxxxx xequired amount for that monthwithdraw its Conversion Notice. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the ------------------------------------------------- option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "holder has the option to collect said interest (a) in cash, or (b) into a number of Common Shares using said interest divided by Conversion Price. The "CONVERSION PRICE" shall be equal to the lesser of (i) 80$0.25, or (ii) 70% of the average of the 3 5 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert, or (iiiii) 8070% of the Volume Weighted Average Price on the Trading Day prior to Holder's election to convert (the percentage figure being a "Discount MultiplierDISCOUNT MULTIPLIER"); provided, that in the event -------- the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, ; Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy Holder shall not be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs business days prior to the end of the month, of Holder's failure to convert the minxxxx xequired minimum required amount for that month. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.001, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 150% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. If, at anytime during the month, the Volume Weighted Average Price is below $0.001, Holder shall not be obligated to convert any portion of the Debenture during that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 500,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 500,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, twelve percent (12%) of the face value of this Debenture may be converted, either in whole or in part, up converted per month (such amount to the full Principal Amount hereof be cumulative) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the dollar amount Principal Amount of the Debenture being converted multiplied by elevenat the Conversion Date (plus, minus at the product option of the Conversion Price multiplied by ten times the dollar amount of Holder, any accrued and unpaid interest on the Debenture being converted, and converted through the entire foregoing result shall be Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (iy) $1.00 or (x) eighty percent (80% %) of the average of the 3 lowest Volume Weighted Average Prices Market Price during the 20 Trading Days prior to Holder's election to convert, or thirty (ii20) 80% of the Volume Weighted Average Price on the Trading Day trading days prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event that the Deadline has occurred and the Registration Statement has not been declared effective by the SEC by the Deadline upon Holder's election to convert, then the applicable Discount Multiplier shall decrease by three percentage points two percent (2%) for each month or partial month occurring after the Deadline Holder's election to convert that the Registration Statement is has not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then by the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that monthSEC. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Holder elects to convert and the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the entire Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and pay $15,000 12,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and pay $15,000 12,000 for each thirty (30) day period, or portion part thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At Subject to the limitations set forth in Section 3.5 hereof, and further subject to the limitations on the obligation to either release funds from the Escrow or issue Conversion Shares pursuant to Section I.B of the Securities Purchase Agreement, at the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "“Conversion Price" ” shall be equal to the lesser of (i) 80$2.00, or (ii) 90% of the average of the 3 five lowest Volume Weighted Average Prices during the 20 twenty Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's ’s election to convert (the percentage figure being a "“Discount Multiplier"”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. If the first full calendar month after the Registration Statement is declared effective, Holder shall elects to convert at least 5% of the face value a portion of the Debenture per calendar month into Common Shares of and, on the Company, provided day that the Common Shares are availableelection is made, registered and freely tradable. If Holder converts more than 5% of the face value Volume Weighted Average Price is below $0.75, the Company shall have the right to prepay that portion of the Debenture in that Holder elected to convert, plus any calendar monthaccrued and unpaid interest, the excess over 5at 135% shall be credited against the next month's minimum conversion of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder does shall have the right to withdraw its Conversion Notice. If, at anytime during the month, the Volume Weighted Average Price is below $0.75, Holder shall not be obligated to convert at least 5% any portion of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for during that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's ’s Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty fifteen percent (150115%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereonon the Principal Amount of the Debenture, in cash, at any time after the Deadline but prior to the Company's ’s Registration Statement being declared effective by the SEC or during the period that the Company's ’s Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty fifteen percent (150115%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 25,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaidunpaid following demand, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period;; ___________________ Initials ____________________ Initials (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's ’s Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections subsection (ii) and (iiii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion PriceCONVERSION PRICE" shall be equal to the lesser of (i) $0.25, or (ii) eighty percent (80% %) of the average of the 3 three lowest Volume Weighted Average Prices volume weighted average prices during the 20 twenty (20) Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to HolderHxxxxx's election to convert (the percentage figure being a "Discount MultiplierDISCOUNT MULTIPLIER"); providedPROVIDED, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each week month or partial week month occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 57%, but no more than 15% (such 15% maximum amount to be cumulative from the Deadline), of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5The 15% monthly maximum amount shall not be applicable if the Current Market Price of the face value Common Stock at anytime during the applicable month is higher than the Current Market Price of the Debenture in any calendar month, Common Stock on the excess over 5% shall be credited against the next month's minimum conversion amountClosing Date. In the event Holder does breaches this provision, (x) Holder shall not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if month, (y) the Company gives Holder written noticeshall be entitled to obtain other sources of financing, at least 5 bxxxxxxs days prior to and (z) the end Company may prepay the Principal Amount of the monthDebenture, of Holder's failure to convert the minxxxx xequired amount for that monthplus accrued and unpaid interest, without penalty. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs 0 xxxxness days prior to the end of the month, of Holder's failure to convert the minxxxx xequired xxxxxxm required amount for that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "“Conversion Price" ” shall be equal to the lesser of (i) $1.50, or (ii) 80% of the average of the 3 five lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's ’s election to convert (the percentage figure being a "“Discount Multiplier"”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, HM Initials HM Initials Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's ’s minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's ’s remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if and the Company gives Holder written noticeshall be entitled to prepay, at least 5 bxxxxxxs days prior par, an amount of the Debenture equal to 5% of the end face value of the Debenture less the amount converted by Holder in that month. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.50, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 110% of such amount. If, at anytime during the month, of Holder's failure the Volume Weighted Average Price is below $0.50, Holder shall not be obligated to convert any portion of the minxxxx xequired amount for Debenture during that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's ’s Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's ’s Registration Statement being declared effective by the SEC or during the period that the Company's ’s Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. . HM Initials TH Initials (iii) If the SEC indicates that the Company's ’s Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) $0.25, or (ii) eighty percent (80% %) of the average of the 3 5 lowest Volume Weighted Average Prices during the 20 twenty (20) Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event the Registration Statement (as such term is defined in the "Registration Rights Agreement") has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each week month or partial week month occurring after the Deadline that the Registration Statement is not effective. In additionIf the Holder elects to convert a portion of the Debenture and, if on the Registration Statement has theretofore been declared effective but day that the election is not thereafter effectivemade, Holderthe Volume Weighted Average Price is below $0.06, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at its option, shall be entitled to 125% of such amount. In the Conversion Price on the date event that the Registration Statement is no longer effectiveCompany elects to prepay that portion of the Debenture, for a period beginning on Holder shall have the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effectiveright to withdraw its Conversion Notice. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 54% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does breaches this provision, Holder shall not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if month. In the Company gives event Holder written noticebreaches this provision for two consecutive months, at least 5 bxxxxxxs days prior to the option of the Company, this Agreement, the Registration Rights Agreement, the Securities Purchase Agreement and the associated warrants shall terminate, and the outstanding principal of this Debenture, together with accrued but unpaid interest thereon, shall mature one month after the end of such second consecutive month. Commencing the monthdate of the Deadline until the effective date of the Registration Statement, Holder shall convert no more than 12% (such 12% maximum amount to be cumulative from the Deadline), of Holder's failure to convert the minxxxx xequired face value of the Debenture per calendar month into Common Shares of the Company. The 12% monthly maximum amount for that monthshall not be applicable if the Current Market Price of the Common Stock at anytime during the applicable month is higher than the Current Market Price of the Common Stock on the Closing Date. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day periodperiod from the Deadline. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business DayDay after the Optional Conversion Date, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the dollar amount Principal Amount of the Debenture being converted multiplied by elevenat the Conversion Date (plus, minus at the product option of the Conversion Price multiplied by ten times the dollar amount of Holder, any accrued and unpaid interest on the Debenture being converted, and converted through the entire foregoing result shall be Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (iy) 80% $1.40 or (x) seventy-eight percent (78%) of the average of the 3 lowest Volume Weighted Average Prices Market Price during the 20 Trading Days prior to Holder's election to convert, or thirty (ii30) 80% of the Volume Weighted Average Price on the Trading Day trading days prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"); provided, that in the event that the Deadline has occurred and the Registration Statement has not been declared effective by the SEC by the Deadline upon Holder's election to convert, then the applicable Discount Multiplier shall decrease by three percentage points two percent (2%) for each month or partial month occurring after the Deadline Holder's election to convert that the Registration Statement is has not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then by the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that monthSEC. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Holder elects to convert and the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the entire Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 5,000 and an additional 25,000 shares of Common Stock and $10,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 15,000 for each thirty (30) day period, or portion thereof, period after the first ninety thirty (9030) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 5,000 and an additional 25,000 Shares of Common Stock and $10,000 for each thirty (30) day period, or portion part thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, period after the first ninety thirty (9030) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "“Conversion Price" ” shall be equal to the lesser of (i) $0.10, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's ’s election to convert, or (iiiii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's ’s election to convert (the percentage figure being a "“Discount Multiplier"”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three 0.5 percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three 0.5 percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. _______ _______ Initials Initials Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5%, but no more than 10% (such 10% maximum amount to be cumulative from the Deadline) of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's ’s minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's ’s remedy shall be limited to that Holder shall not being be entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days Business Days prior to the end of the month, of Holder's ’s failure to convert the minxxxx xequired minimum required amount for that month. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.01, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 130% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. If, at anytime during the month, the Volume Weighted Average Price is below $0.01, Holder shall not be obligated to convert any portion of the Debenture during that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's ’s Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty thirty percent (150130%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's ’s Registration Statement being declared effective by the SEC or during the period that the Company's ’s Registration Statement is not effective, such repayment to be made within three (3) business days Business Days of such demand. In the event that the Debenture is so accelerated, in addition to interest shall accrue at the repayment rate of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period18% per annum, or portion thereof, during which the Principal Amount, including such lower maximum amount of interest thereon, remains unpaid, with the monthly payment amount permitted to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.charged under applicable law. _______ _______ Initials Initials

Conversion; Conversion Price; Valuation Event. (a) At Subject to the limitations set forth in Section 3.5 hereof, and further subject to the limitations on the obligation to either release funds from the Escrow or issue Conversion Shares pursuant to Section I.B of the Securities Purchase Agreement, at the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "“Conversion Price" ” shall be equal to the lesser of (i) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert$2.00, or (ii) 80% of the average of the five lowest Volume Weighted Average Price on Prices during the twenty Trading Day Days prior to Holder's ’s election to convert (the percentage figure being a "“Discount Multiplier"”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. ___________________ Initials ____________________ Initials If the first full calendar month after the Registration Statement is declared effective, Holder shall elects to convert at least 5% of the face value a portion of the Debenture per calendar month into Common Shares of and, on the Company, provided day that the Common Shares are availableelection is made, registered and freely tradable. If Holder converts more than 5% of the face value Volume Weighted Average Price is below $0.75, the Company shall have the right to prepay that portion of the Debenture in that Holder elected to convert, plus any calendar monthaccrued and unpaid interest, the excess over 5at 135% shall be credited against the next month's minimum conversion of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder does shall have the right to withdraw its Conversion Notice. If, at anytime during the month, the Volume Weighted Average Price is below $0.75, Holder shall not be obligated to convert at least 5% any portion of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for during that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's ’s Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty fifteen percent (150115%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereonon the Principal Amount of the Debenture, in cash, at any time after the Deadline but prior to the Company's ’s Registration Statement being declared effective by the SEC or during the period that the Company's ’s Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty fifteen percent (150115%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 25,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaidunpaid following demand, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period;; ___________________ Initials ____________________ Initials (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's ’s Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections subsection (ii) and (iiii) above shall double.

Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the dollar amount Principal Amount of the Debenture being converted multiplied by elevenat the Conversion Date (plus, minus at the product option of the Conversion Price multiplied by ten times the dollar amount of Holder, any accrued and unpaid interest on the Debenture being converted, and converted through the entire foregoing result shall be Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "“Conversion Price" ” shall be equal to the lesser of (i) $1.00, or (ii) eighty percent (80% %) of the average of the 3 three lowest Volume Weighted Average Market Prices during the 20 twenty (20) Trading Days prior to Holder's election to convert, or (ii) 80% of the Volume Weighted Average Price on the Trading Day prior to Holder's ’s election to convert (the percentage figure being a "“Discount Multiplier"”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each week month or partial week month occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 bxxxxxxs days prior to the end of the month, of Holder's failure to convert the minxxxx xequired amount for that month. (b) Notwithstanding the provisions of Section 3.1(a), in the event the Company's ’s Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof: (i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's ’s Registration Statement being declared effective by the SEC or during the period that the Company's ’s Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 25,000 Shares of Common Stock and $15,000 5,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 10,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period; (ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 25,000 Shares of Common Stock and $15,000 5,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 10,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period. (iii) If the SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.