Common use of INTEREST; INTEREST RATE Clause in Contracts

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on each Interest Date and shall be payable in accordance with the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the fifth (5th) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder).

INTEREST; INTEREST RATE. (a) Interest on this Note Bond shall commence accruing on at the Interest Rate (as defined in Section 30) from and including the Issuance Date and shall be computed on the basis of a 360-day three hundred and sixty (360)-day year and comprised of twelve 30-day (12) thirty (30)-day months and shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (each, an “Interest Date and shall be payable in accordance Payment Date”) with the terms of this Notefirst Interest Payment Date being January 1, 2010. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Payment Date, to the record holder holders of this Note Bond as recorded in the Register (as defined in Section 3(g)) held by the Company on the applicable Interest Record Date, at the Company’s option, (A) in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date whole in cash (“Cash Interest”), or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. The In the event the Company shall decides to deliver Interest Shares on an Interest Payment Date, it must deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or Holders no less than five (5) Trading Days prior to the fifth (5th) Trading Day prior to the applicable Interest Payment Date (the date such notice is delivered to all of the holder, sent being the “Interest Notice Date”) pursuant to which notice (i) either (A) confirms that notice, the Company elects to pay Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, Interest that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cashShares. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock Shares equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) the Installment Interest Conversion Price in effect on for the applicable Interest Payment Date (determined as if such Interest Date was an Installment Date hereunderrounded down to the preceding whole number).

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on the first calendar day of each succeeding month after the Issuance Date (each, an “Interest Date”) with the first Interest Date and shall be payable in accordance with the terms of this Notebeing December 1, 2010. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following 1 Insert second anniversary of the Effective Date of the Plan. notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the twenty-fifth (5th25th) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holderholders of Notes, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no the Equity Conditions Failureare satisfied as of such Interest Notice Date; provided that the Company must simultaneously take the same action in the same proportion with respect to the Other Notes. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred are not satisfied as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions FailureConditions, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to If the contrary, if no Equity Conditions Failure has occurred were satisfied as of the Interest Notice Date but an the Equity Conditions Failure occurs thereafter are no longer satisfied at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) indicating that unless the Holder waives the Equity Conditions FailureConditions, the Interest shall be paid in cashas Cash Interest. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded up to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid on such Interest Date and (2) the Installment Interest Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder)Date.

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears for on the first Trading Day of each Fiscal Quarter (each, an “Interest Date”) with the first Interest Date and shall be payable in accordance with the terms of this Notebeing _____1. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the fifth tenth (5th10th) Trading Day immediately prior to the applicable Interest Date (each, an “Interest Notice Due Date”) (the date such notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment Interest Conversion Price in effect on the applicable Interest Date. 1 Insert first Trading Day of Fiscal Quarter commencing immediately following the Issuance Date (determined or such other date as if such Interest Date was an Installment Date hereunderthe Company and the Required Holders shall mutually agree).

INTEREST; INTEREST RATE. (a) Interest on this Note Debenture shall commence accruing on the Issuance Date and Date, shall accrue daily at the Interest Rate on the outstanding Principal amount from time to time, shall be computed on the basis of a 360-day year and comprised of twelve (12) thirty (30-) day months months, shall compound each calendar month (if not timely paid) and shall be payable in arrears quarterly on the first (1st) Business Day of each calendar quarter (each, an “Interest Date”) with the first Interest Date and shall be payable in accordance with the terms of this Notebeing January 1, 2015. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note Debenture on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been then exists no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest SharesShares (and provided that such combination is applied according to each Holders Pro Rata Amount). The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes Debentures on or prior to the fifth twentieth (5th20th) Trading Day prior to the applicable Interest Date (the “Interest Notice Due Date”, and such date such notice is delivered to all of the holderholders, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (Ax) the Company shall provide the Holder a subsequent notice to that effect and (By) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded down to the nearest whole share share, with the Company to pay the fair market value (based on the Closing Sale Price) in Cash Interest) of any fractional shares in cash, in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment Interest Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder)Date.

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and of twelve 30-day months from the actual number of days elapsed and shall be payable in arrears for each Interest Period on the last day of the applicable Interest Period during the period beginning on the Issuance Date and ending, subject to earlier acceleration, redemption or conversion, on, and including, the Maturity Date (even if the Maturity Date is not the last day of an Interest Period) (each, an “Interest Date”) with the first Interest Date being [June/December] , 200 . Interest shall be payable on each Interest Date and shall be payable in accordance with the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or, at the option of the Company may be paid in kind notes in the form of Exhibit B to the Securities Purchase Agreement (“PIK Notes”) or in a combination of Cash thereof, provided that the Interest and Interest Shares. The which accrued during any period will be payable in PIK Notes unless the Company shall deliver a delivers written notice (each, an each a “Interest Cash Election Notice”) of such election to each holder of the Notes on or prior to the fifth twentieth (5th20th) Company Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holdereach, the an “Interest Notice Election Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as ). Each Cash Interest or a combination of Cash Interest and Interest Shares and specifies Election Notice must specify the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, and the amount of Interest that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions FailurePIK Notes. If the Company elects to pay in PIK Notes, such PIK Notes shall fail to deliver any such notice prior be issued to the applicable record holder of the Note within twenty (20) days after the Interest Notice Date. Prior to the payment of Interest on an Interest Date, then Interest on this Note shall accrue at the Company shall Interest Rate and be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as payable by way of inclusion of the Interest Notice Date, then unless in the Company has elected to pay such Interest Conversion Amount (as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (Adefined below) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder2(b)(i).

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Second Exchange Date and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on each Interest Date and shall be payable in accordance with the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the fifth (5th) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder).

INTEREST; INTEREST RATE. (a) Interest on this Note Debenture shall commence accruing on the Issuance Date and Date, shall accrue daily at the Interest Rate on the outstanding Principal amount from time to time, shall be computed on the basis of a 360-day year and comprised of twelve (12) thirty (30-) day months months, shall compound each calendar month (if not timely paid) and shall be payable in arrears on the first (1st) Business Day of each calendar month (each, an “Interest Date”) with the first Interest Date being the first (1st) Business Day of the first (1st) month commencing after the earlier of (i) the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective and shall be payable in accordance with (ii) the terms six (6) month anniversary of this Notethe Issuance Date. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note Debenture on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been then exists no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes Debentures on or prior to the fifth eleventh (5th11th) Trading Day prior to the applicable Interest Date (the “Interest Notice Due Date”, and such date such notice is delivered to all of the holderholders, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (Ax) the Company shall provide the Holder a subsequent notice to that effect and (By) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded down to the nearest whole share share, with the Company to pay the fair market value (based on the Closing Sale Price) in Cash Interest) of any fractional shares in cash, in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment Interest Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder)Date.

INTEREST; INTEREST RATE. (a) Interest on this Note Debenture shall commence accruing on the Issuance Date and shall be computed on the basis of a 360365-day year and twelve 30-day months actual days elapsed and shall be payable in arrears on the first day of each Semi-Annual Period during the period beginning on the Issuance Date and ending on, and including, the Maturity Date (each, an “Interest Date”) with the first Interest Date and shall be payable in accordance with the terms of this Notebeing July 1, 2004. Interest shall be paid payable on each Interest Date, at the option of the Company, (i) on each Interest Date occurring on an Installment Date in cash, (ii) by way of inclusion in the Conversion Amount in accordance with Section 8 as part 3(b)(i), or (iii) subject to the satisfaction of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of conditions set forth in this Note on the applicable Interest DateSection 2, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure); provided howeverprovided, that the Interest which accrued during any period shall be payable in Interest Shares only if the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a delivers written notice of such election (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the fifth Debentures at least ten (5th10) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time Days prior to the Interest Date (an “Interest Election Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash”). Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1a) the amount of Interest payable on such debt and (b) the Interest Conversion Price on the applicable Interest Date. If any Interest Shares are to be paid on an Interest Date, then the Company shall (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver on the applicable Interest Date, to such address as specified at least two Business Days prior to the applicable Interest Date less any Cash by the Holder in writing to the Company, a certificate, registered in the name of the Holder or its designee, for the number of Interest paid Shares to which the Holder shall be entitled. Notwithstanding the foregoing, the Company shall not be entitled to pay Interest in Interest Shares and (2) the Installment Conversion Price shall be required to pay such Interest in effect cash on the applicable Interest Date if, unless consented to in writing by the Holder, (determined x) any event constituting an Event of Default or an event that with the passage of time and assuming it were not cured would constitute an Event of Default has occurred and is continuing on the applicable Interest Election Date or the Interest Date, (y) (i) the Registration Statement (as if such defined in the Registration Rights Agreement) covering the Interest Shares is not effective and available for the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) relating to this Debenture on the Interest Election Date or on the Interest Date was and (ii) the Holder is not able to sell all of the Registrable Securities held by them pursuant to Rule 144(k) or (z) the Company has not obtained the Stockholder Approval. Prior to the payment of Interest on an Installment Date hereunderInterest Date, Interest on this Debenture shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount in accordance with Section 3(b)(i). From and after the occurrence of an Event of Default, the Interest Rate shall be increased to 12%. In the event that such Event of Default is subsequently cured or waived, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure or waiver; provided that the Interest as calculated at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure and waiver of such Event of Default. The Company shall pay any and all taxes (other than income taxes which shall be payable by the Holder) that may be payable with respect to the issuance and delivery of Interest Shares.

INTEREST; INTEREST RATE. During the term of this Note, Interest shall accrue on outstanding Principal at an interest rate equal to six percent (a6%) per annum (the “Interest on this Note shall commence accruing Rate”) commencing on the Issuance Date and Date. Interest shall be computed calculated on the basis of a 360365-day year and twelve 30-day months and the actual number of days elapsed, to the extent permitted by applicable law. Any Interest that shall accrue hereunder shall be payable quarterly in arrears on each January 1, April 1, July 1 and October 1 (each an “Interest Payment Due Date”), beginning on the first such date after the Issuance Date and shall hereof, to be payable in accordance with paid, at the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section 8 as part election of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest DateCompany, in cash, shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however), that the Company may, at its option following notice or warrants to the Holder, pay Interest on any Interest Date in cash acquire shares of Common Stock (“Cash InterestInterest Warrants”) provided that, unless waived by Holder or in a combination Holder’s assignee(s), (i) the Common Stock shall have traded an average of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to at least 300,000 shares per day for each holder of the Notes on or prior to the fifth (5th) Trading Day five trading days prior to the applicable Interest Date Payment Due Date, and (ii) no Trigger Event, as defined below, in accordance with Section 4(a)(v), shall have occurred and not been cured or waived. If the Company elects to pay all or any portion of any Interest due in shares of the Company’s common stock, par value $0.001 per share (the date “Common Stock”), such notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)cent) of Common Stock equal to the quotient of (1a) the amount of Interest payable on such Interest Date less any Cash such Interest to be paid and (2) the Installment Conversion Price in effect cash or Interest Warrants on the applicable Interest Date (determined as if such Interest Date was divided by (b) an Installment amount equal to 95% of the 5-day Weighted Average Price (as defined in Section 27) of the Common Stock ending on the Trading Day prior to such Interest Payment Due Date. If the Company elects to pay all or any portion of any Interest due in Interest Warrants, such Interest Warrants shall be in substantially the form of the Series B Warrants and shall have an exercise price equal to the greater of (A) $0.506 per share and (B) the 5-day Weighted Average Price of the Common Stock ending on the Trading Day prior to such Interest Payment Date. Any such Interest Warrants shall be exercisable for a number of shares equal to the quotient of (a) the amount of Interest payable on such Interest Date hereunder)less any such Interest to be paid in cash or Interest Shares on such Interest Date divided by (b) an amount equal to the Black-Scholes value per Interest Warrant as of the Trading Day prior to such Interest Payment Date, utilizing the Black-Scholes formula set forth on Exhibit A hereto. Interest hereunder will be paid to the Holder or its assignee(s) in whose name(s) this Note is registered on the records of the Company regarding registration and transfers of Notes.”

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on the first calendar day of each succeeding month after the Issuance Date (each, an “Interest Date”) with the first Interest Date and shall be payable in accordance with the terms of this Notebeing December 1, 2010. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the twenty-fifth (5th25th) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holderholders of Notes, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no the Equity Conditions Failureare satisfied as of such Interest Notice Date; provided that the Company must simultaneously take the same action in the same proportion with respect to the Other Notes. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred are not satisfied as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions FailureConditions, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to If the contrary, if no Equity Conditions Failure has occurred were satisfied as of the Interest Notice Date but an the Equity Conditions Failure occurs thereafter are no longer satisfied at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) indicating that unless the Holder waives the Equity Conditions FailureConditions, the Interest shall be paid in cashas Cash Interest. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded up to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid on such Interest Date and (2) the Installment Interest Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder)Date.

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing at the Interest Rate on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months and months, shall be payable in arrears for each Quarter on January 1, April 1, July 1 and October 1 of each year (each, an “Interest Date”) with the first Interest Date being [ ], 2013, and shall compound on each Interest Date and shall be payable in accordance with the terms of this NoteDate. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder Holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following written notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) ), or in a combination of Cash Interest and Interest Sharesthereof. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder Holder of the Notes on or prior to the fifth (5th) Trading Day prior to the applicable Interest Due Date (the date such notice is delivered to all of the holderHolders, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares Shares, or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall to be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver if any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest is to be paid on such Interest Date shall be paid entirely in Interest Shares and Shares, certifies that there has been no Equity Conditions Failure (in the case of Interest Shares). If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest entirely as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)share) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment applicable Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder)Date.

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on each Interest the Maturity Date and shall be payable in accordance with the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock Shares (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the fifth tenth (5th10th) Trading Day prior to the applicable Interest Maturity Date (the date such notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest the Maturity Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred exists as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Maturity Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest the Maturity Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) hereof) of Common Stock Shares equal to the quotient of (1) the amount of Interest payable on such Interest the Maturity Date less any Cash Interest paid and (2) the Installment Alternate Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder)Maturity Date.

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360365-day year and twelve 30-day months actual days elapsed and shall be payable in arrears for each Calendar Quarter on each the first day of the succeeding Calendar Quarter during the period beginning on the Issuance Date and ending on, and including, the Maturity Date (each, an “Interest Date”) with the first Interest Date and shall be payable in accordance with the terms of this Notebeing January 1, 2005. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in cash (“Cash Interest”) or, at the option of the Company, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; or a combination thereof, provided however, that the Interest which accrued during any period may be payable in Interest Shares if, and only if, the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a delivers written notice (each, an “Interest Election Notice”) of such election to each holder of the Notes on or prior to the fifth twentieth (5th20th) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holdereach, the an “Interest Notice Due Date”); provided, further, that if the Stockholder Approval (as defined in the Securities Purchase Agreement) which notice has not been obtained by the Stockholder Meeting Deadline (i) either (A) confirms that as defined in the Securities Purchase Agreement), the Company may not elect to pay Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to and must pay all Interest due hereunder as Cash Interest or a combination of Cash until such time as the Stockholder Approval has been obtained. Each Interest and Interest Shares and specifies Election Notice must specify the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, and the amount of Interest that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cashShares. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1a) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2b) the Installment Interest Conversion Price in effect on the applicable Interest Date Date. If any Interest Shares are to be paid on an Interest Date, then the Company shall (determined X) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and such action is not prohibited by applicable law or regulation or any applicable policy of DTC, credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the foregoing shall not apply, issue and deliver on the applicable Interest Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as if specified by the Holder in writing to the Company at least two Business Days prior to the applicable Interest Date, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled. Notwithstanding the foregoing, the Company shall not be entitled to pay Interest in Interest Shares and shall be required to pay such Interest in cash as Cash Interest on the applicable Interest Date was if, unless consented to in writing by the Holder, during the period commencing on the applicable Interest Notice Due Date through the applicable Interest Date the Equity Conditions have not been satisfied. Prior to the payment of Interest on an Installment Date hereunderInterest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount in accordance with Section 3(b)(i). Upon the occurrence and during the continuance of an Event of Default, the Interest Rate shall be increased to twelve percent (12%). In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure of such Event of Default. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Interest Shares; provided that the Company shall not be required to pay any tax that may be payable in respect of any issuance of Interest Shares to any Person other than the Holder or with respect to any income tax due by the Holder with respect to such Interest Shares.

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears quarterly on each January 1, April 1, July 1 and October 1 of each year after the Issuance Date (each, an "Interest Date") with the first Interest Date and shall be payable in accordance with the terms of this Notebeing July 1, 2009. Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock Shares (“"Interest Shares”") so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“"Cash Interest”") or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “"Interest Election Notice”") to each holder of the Notes Holder on or prior to the fifth (5th) Trading Day prior to the applicable Interest Notice Due Date (the date such notice is delivered to all the Holder of the holderNotes, the “"Interest Notice Date”") which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred are not satisfied as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions FailureConditions, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to If the contrary, if no Equity Conditions Failure has occurred were satisfied as of the Interest Notice Date but an the Equity Conditions Failure occurs thereafter are no longer satisfied at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) indicating that unless the Holder waives the Equity Conditions FailureConditions, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares Common Shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid on such Interest Date and (2) the Installment Interest Conversion Price in effect on the applicable Interest Date Date. Notwithstanding anything herein to the contrary, contemporaneously with the execution of this Note, the Company has paid or prepaid $__________ in Interest due hereunder (determined as if such the "Pre-paid Interest") pursuant to the Securities Purchase Agreement, which Pre-paid Interest shall be applied to pay accrued and unpaid Interest due on the Interest Date was an Installment commencing on July 1, 2009 and each subsequent Interest Date hereunder)until the Pre-paid Interest has been applied in full.

INTEREST; INTEREST RATE. (a) Interest on this Note Debenture shall commence accruing on the Issuance Date and shall be computed on the basis of a 360365-day year and twelve 30-day months actual days elapsed and shall be payable in arrears for each Payment Quarter on each the first day of the succeeding Payment Quarter during the period beginning on March 1, 2015 and ending on, and including, the Maturity Date (each, an “Interest Date and shall be payable in accordance with the terms of this NoteDate”). Interest shall be paid (i) payable on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note Debenture on the applicable Interest Date, in shares of restricted Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the fifth (5th) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash). Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded provided, that if the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share in accordance with Section 3(a)share) of Common Stock equal to the quotient of (1a) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2b) the Installment Interest Conversion Price in effect on the applicable Interest Date Date. When Interest Shares are paid on an Interest Date, then the Company shall (determined X) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and such action is not prohibited by applicable law or regulation or any applicable policy of DTC, credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian system, or (Y) if the foregoing shall not apply, issue and deliver within three Trading Days after the applicable Interest Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as if specified by the Holder in writing to the Company at least two Business Days prior to the applicable Interest Date, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled. Upon the occurrence and during the continuance of an Event of Default, the Interest Rate shall be increased to thirteen percent (13.00%) (the “Default Rate”). In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure of such Event of Default. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Interest Shares; provided that the Company shall not be required to pay any tax that may be payable in respect of any issuance of Interest Shares to any Person other than the Holder or with respect to any income tax due by the Holder with respect to such Interest Date was an Installment Date hereunder).Shares

INTEREST; INTEREST RATE. (a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and of twelve 30-day months from the actual number of days elapsed and shall be payable in arrears for each Interest Period on the last day of the applicable Interest Period during the period beginning on the Issuance Date and ending, subject to earlier acceleration, redemption or conversion, on, and including, the Maturity Date (even if the Maturity Date is not the last day of an Interest Period) (each, an “Interest Date”) with the first Interest Date being December 30, 2006. Interest shall be payable on each Interest Date and shall be payable in accordance with the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or, at the option of the Company may be paid in kind notes in the form of Exhibit B to the Securities Purchase Agreement (“PIK Notes”) or in a combination of Cash thereof, provided that the Interest and Interest Shares. The which accrued during any period will be payable in PIK Notes unless the Company shall deliver a delivers written notice (each, an each a “Interest Cash Election Notice”) of such election to each holder of the Notes on or prior to the fifth twentieth (5th20th) Company Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holdereach, the an “Interest Notice Election Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as ). Each Cash Interest or a combination of Cash Interest and Interest Shares and specifies Election Notice must specify the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, and the amount of Interest that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions FailurePIK Notes. If the Company elects to pay in PIK Notes, such PIK Notes shall fail to deliver any such notice prior be issued to the applicable record holder of the Note within twenty (20) days after the Interest Notice Date. Prior to the payment of Interest on an Interest Date, then Interest on this Note shall accrue at the Company shall Interest Rate and be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as payable by way of inclusion of the Interest Notice Date, then unless in the Company has elected to pay such Interest Conversion Amount (as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (Adefined below) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment Conversion Price in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder2(b)(i).