Common use of Conversion of the Company’s Common Stock Clause in Contracts

Conversion of the Company’s Common Stock. (a) The Holder shall have the option, within his sole discretion, from and after the issuance of this Note, and then at any time until this Note is paid, to convert any outstanding and unpaid Principal portion of this Note, (the date of giving such notice of conversion being the “Conversion Date”) into fully paid non-assessable shares of common stock of the Company as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Company into which such stock shall hereafter be changed or reclassified, (the “Common Stock”) at the conversion price as defined in section 2.1(b) hereof, (the “Conversion Price”) determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 4 of the Purchase Agreement entered into between the Company and Holder relating to this Note, (the “Purchase Agreement”) of the Holders written request for conversion, the Company shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal of the Note to be converted by the Conversion Price. (b) The Conversion Price per share shall be $0.10 per shares of the Company’s Common Stock or the equivalent of four-hundred thousand (400,000) shares of Common Stock. (c) The Conversion Price described in Section 2.1(b) above and the number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding as follows:

Conversion of the Company’s Common Stock. (a) The Holder shall have the option, within his sole discretion, from and after the issuance of this Note, and then at any time until this Note is paid, to convert any outstanding and unpaid Principal portion of this Note, (the date of giving such notice of conversion being the “Conversion Date”) into fully paid non-assessable shares of common stock of the Company as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Company into which such stock shall hereafter be changed or reclassified, (the “Common Stock”) at the conversion price as defined in section 2.1(b) hereof, (the “Conversion Price”) determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 4 of the Purchase Agreement entered into between the Company and Holder relating to this Note, (the “Purchase Agreement”) of the Holders written request for conversion, the Company shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal of the Note to be converted by the Conversion Price. (b) The Conversion Price per share shall be $0.10 per shares of the Company’s Common Stock or the equivalent of fourone-hundred thousand (400,000100,000) shares of Common Stock. (c) The Conversion Price described in Section 2.1(b) above and the number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding as follows:

Conversion of the Company’s Common Stock. (a) The Holder shall have the option, within his sole discretion, from and after the issuance of this Note, and then at any time until this Note is paid, to convert any outstanding and unpaid Principal portion of this Note, (the date of giving such notice of conversion being the “Conversion Date”) into fully paid paid, non-assessable shares of common stock of the Company as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Company into which such stock shall hereafter be changed or reclassified, (the “Common Stock”) at the conversion price as defined in section 2.1(b) hereof, (the “Conversion Price”) determined as provided herein. Upon delivery to the Company of a Notice of Conversion, as described in Section 4 of the Purchase Agreement entered into between the Company and Holder relating to this Note, (the “Purchase Agreement”) of the Holders written request for conversion, the Company shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal of the Note to be converted by the Conversion Price. (b) The Conversion Price per share shall be $0.10 per shares of the Company’s Common Stock or the equivalent of four-hundred thousand ___________________________________________ (400,000______________) shares of Common Stock. (c) The Conversion Price described in Section 2.1(b) above and the number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding as follows: