Common use of Date of Conversion Clause in Contracts

Date of Conversion. Conversion Price: --------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- Number of Shares of Common Stock to be Issued: ---------------------------------- Name: --------------------------------------------------------------------------- Signature: ---------------------------------------------------------------------- Address: ------------------------------------------------------------------------ EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC.

Date of Conversion. Conversion Price: --------------------------------------------------------------- ------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- ------------------------------------------------------------- Number of Shares of Common Stock to be Issued: ---------------------------------- -------------------------------- Name: --------------------------------------------------------------------------- ------------------------------------------------------------------------- Signature: ---------------------------------------------------------------------- -------------------------------------------------------------------- Address: ------------------------------------------------------------------------ ---------------------------------------------------------------------- EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE _______ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, for value received, _________________ (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), at the exercise price of $0.50 per share (the "Exercise Price"). The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Securities Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Securities Purchase Agreement.

Date of Conversion. Conversion Price: --------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- Number of Shares of Common Stock to be Issued: ---------------------------------- Name: --------------------------------------------------------------------------- Signature: ---------------------------------------------------------------------- Address: ------------------------------------------------------------------------ EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE _______ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, for value received, _________________ (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), at the exercise price of $0.50 per share (the "Exercise Price"). The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Securities Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Securities Purchase Agreement.

Date of Conversion. Conversion Price: --------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- ------------------------------------------------------------- Number of Shares of Common Preferred Stock to be IssuedBeneficially Owned on the Conversion Date: ---------------------------------- Less than 5% of the outstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered: ------------------------------------------------------- Signature: -------------------------------------------------------------------- Print Name: --------------------------------------------------------------------------- Signature------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Address: ------------------------------------------------------------------------ Exhibit B - Pg. 15 EXHIBIT B C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SHARES THIS WARRANT MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, TRANSFERRED, ASSIGNED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, OR AN OPINION OF COUNSELCOUNSEL REASONABLY SATISFACTORY TO VOIP, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACTREQUIRED. PEAK ENTERTAINMENT HOLDINGSRight to Purchase 5,000,000 shares of Common Stock of VoIP, INC.Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. __________ Issue Date: _____, 2005

Date of Conversion. Conversion Price: --------------------------------------------------------------- ------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- ------------------------------------------------------- Number of Shares of Common Stock to be Issued: ---------------------------------- -------------------------- Name: --------------------------------------------------------------------------- ------------------------------------------------------------------- Signature: ---------------------------------------------------------------------- -------------------------------------------------------------- Address: ------------------------------------------------------------------------ ---------------------------------------------------------------- EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC.

Date of Conversion. Conversion Price: --------------------------------------------------------------- Accrued InterestShares To Be Delivered: --------------------------------------------------------------- Number of Shares of Common Stock to be Issued: ---------------------------------- Name: --------------------------------------------------------------------------- --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ ------------------------------------------------------------------------ EXHIBIT B C FORM OF OBLIGATION CLOSING CONVERTIBLE NOTE THIS WARRANT NOTE AND THE SHARES COMMON STOCK ISSUABLE UPON THE EXERCISE CONVERSION OF THIS WARRANT NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES PURCHASE AGREEMENT, NEITHER COMMON STOCK ISSUABLE UPON CONVERSION OF THIS WARRANT NOR ANY OF SUCH SHARES NOTE MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, TRANSFERRED, ASSIGNED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES AS TO THIS NOTE UNDER SAID ACT OR, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSELCOUNSEL REASONABLY SATISFACTORY TO ADVANCED OPTICS ELECTRONICS, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONSINC., THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACTREQUIRED. PEAK ENTERTAINMENT HOLDINGS, INC.CONVERTIBLE NOTE

Date of Conversion. Conversion PriceSignature: --------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- Number of Shares of Common Stock to be Issued: ---------------------------------- ------------------------------------ Name: --------------------------------------------------------------------------- Signature----------------------------------------- Signature Guarantee: ---------------------------------------------------------------------- -------------------------- Address: ------------------------------------------------------------------------ -------------------------------------- ---------------------------------------------- Social Security No. --------------------------- *The Conversion Date shall be the third business day following the Company's receipt of the original stock certificate evidencing the Series B Preferred Stock with executed stock powers and signatures guaranteed and the Notice of Conversion or, in the case of a Mandatory Conversion, the date set forth in the Notice of Conversion. EXHIBIT B FORM OF DEBENTURE NEITHER THIS WARRANT AND DEBENTURE NOR THE SHARES COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT CONVERSION HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, AMENDED (THE "SECURITIES ACT") OR IN UNDER THE SECURITIES PURCHASE AGREEMENTLAWS OF ANY STATE OR FOREIGN COUNTRY. THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED AND MAY NOT BE OFFERED, NEITHER THIS WARRANT NOR ANY OF RESOLD, PLEDGED OR TRANSFERRED EXCEPT IF SUCH SHARES MAY BE SOLDTRANSACTION IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR IF SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AS CONFIRMED BY AN OPINION OF COUNSELCOUNSEL TO THE COMPANY. No. D-_ US $_________ COMMODORE HOLDINGS LIMITED 11% CONVERTIBLE SUBORDINATED DEBENTURE DUE __________, IN FORM2006 FOR VALUE RECEIVED, SUBSTANCE AND SCOPECOMMODORE HOLDINGS LIMITED, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONSa Bermuda corporation (the "Company"), THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACTpromises to pay to ____________________________, the registered Holder hereof (the "Holder"), the principal sum of ____________________ on __________, 2006 (the "Maturity Date") and to pay interest on the principal sum outstanding, in arrears, at the end of each calendar quarter, beginning on March 31, 2000, at the rate of 11% per annum, accruing from the date on which the Company receives the principal amount of this Debenture in cleared funds. PEAK ENTERTAINMENT HOLDINGSInterest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Accrual of interest shall commence on the first such business day to occur after the date on which the Company receives the principal amount of this Debenture in cleared funds and continue until payment in full of the principal sum has been made in cash or this Debenture is converted as provided herein. Subject to the provisions of Section 4 below, INC.interest on this Debenture is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Company shall pay the principal of and interest upon this Debenture, less any amounts required by law to be deducted, to the Holder of this Debenture at the address of such Holder which is the last address appearing on the Debenture Register of the Company for such Holder. The forwarding of such payment shall constitute a payment of principal and/or interest, as the case may be, hereunder and shall satisfy and discharge the liability for principal and/or interest, as the case may be, on this Debenture to the extent of the sum represented by such payment plus any amounts so deducted. This Debenture is subject to the following additional provisions: