Common use of Optional Redemption in Cash Clause in Contracts

Optional Redemption in Cash. The Companies may prepay this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding principal amount of this Note at such the time of prepayment, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Securities Purchase Agreement, or any Related Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount then outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note in full ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or the Purchase Agreement or any Related Document (as defined in the Purchase Agreement) (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder, which Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PAYMENT DATE"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected pending election to be made by the Holder convert pursuant to Section 3.3 during 3.1 and the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections such election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to to: (a)one hundred twenty percent (120%)(if the redemption occurs before the first anniversary hereof), or (b) one hundred fifteen percent (100%115%)(if the redemption occurs after the first anniversary hereof, but before the second anniversary hereof) or (c) one hundred ten percent (110%)(if the redemption occurs after the second anniversary) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay this Note in full ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred ten percent (100110%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. In the event that the Redemption Amount is paid to the Holder within six (6) months of the date of issue of this Note, upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Companies fifty percent (50%) of any fees it received from the Companies on the date of issue of this Note. If any Deferred Purchase Price Notes issued pursuant to the Security Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Companies pursuant to this Section 1.3 elects to make an Optional Redemption, then the Companies shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note in full ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred percent the Applicable Percentage (100%as hereafter defined) of the Principal Amount then-outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or the Purchase Agreement or any Related Document (as defined in the Purchase Agreement) (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder, which Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected pending election to be made by the Holder convert pursuant to Section 3.3 during 3.1 and the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections such election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall be not earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void. For purposes of this Section 2.5, the term “Applicable Percentage” means (1) 120% for the period commencing on the date hereof (the “Closing Date”) and ending on the first anniversary of the Closing Date, (2) 115% for the period commencing on the first day following the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date and (3) 110% for the period commencing on the first day following the second anniversary of the Closing Date and ending on the day immediately preceding the Maturity Date.

Optional Redemption in Cash. The Companies may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time if such payment occurs prior to the first anniversary of the Original Closing Date, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven ten (710) business days Business Days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying all amounts outstanding under this Note in full ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or the Purchase Agreement or any Related Document (as defined in the Purchase Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder, which Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected pending election to be made by the Holder convert pursuant to Section 3.3 during 3.1 and the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections such election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall be not earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred ten percent (100110%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"); provided, however, that in no event may the Borrower pay the Holder any amount in respect of the exercise of any such Optional Redemption (of all or any portion of this Note) unless the Borrower shall concurrently (i) deposit additional cash collateral with Aether in an amount equal to the aggregate amount to be paid to the Holder and all other Purchasers in connection with such Optional Redemption (the "PREPAYMENT AMOUNT") and (ii) prepay the Shaar Notes collectively by an aggregate amount equal to the Prepayment Amount. A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice will be null and voidvoid and (ii) the Borrower shall no longer have the right to exercise the Optional Redemption as set forth herein. Each of the terms "Aether", "Aether Note", "Shaar Note" has the meaning given to such term in the Subordination Agreement.

Optional Redemption in Cash. The Companies Company may prepay this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ------------------------------ ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred percent (100%) of the Applicable Principal Amount outstanding at such time (as defined below) together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. For purposes of this Section 2.3, the "APPLICABLE PRINCIPAL AMOUNT" shall mean (a) during the period commencing on the effective date hereof and ending on the date immediately preceding the first anniversary of the effective date hereof, 125% of the Principal Amount outstanding at the time of such prepayment, (b) during the period commencing on the first anniversary of the effective date hereof and ending on the date immediately preceding the second anniversary of the date hereof, 120% of the Principal Amount outstanding at the time of such prepayment and (c) during the period commencing on the second anniversary of the effective date hereof and ending on the Maturity Date, 115% of the Principal Amount outstanding at the time of such prepayment.

Optional Redemption in Cash. The Companies may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to (a) one hundred thirty percent (100130%) of the Principal Amount outstanding at such time if such payment occurs prior to the first anniversary of the Closing Date, (b) one hundred eighteen (118%) of the Principal Amount outstanding at such time if such payment occurs on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date and (c) one hundred seven percent (107%) of the Principal Amount outstanding at such time if such payment occurs on or after the second anniversary of the Closing Date, in each case, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Security Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Hxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of ---------------------------- prepaying this Note in whole or in part ("Optional Redemption") by paying to the Holder a sum of money (the "Redemption Amount") equal to one hundred percent (100%) the principal amount of the Principal Amount outstanding at such time this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (Note, the "Redemption Amount") Purchase Agreement or any Related Agreement outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven no more than ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion , and the principal amount of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemptionredeemed. On the Redemption Payment Date, the relevant Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the relevant Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount then outstanding at such time principal balance of this Note, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred and twenty percent (100120%) of the Principal Amount then outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Securities Purchase Agreement, or any Related Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been xxxx completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder Holder, within a period up to and including twelve (12) months from the date herein, a sum of money equal to one hundred twenty-five percent (100125%) of the Principal Amount outstanding at such time remaining principal balance amount of this Note together with accrued but unpaid interest thereon thereon. Optional Redemption after twelve (12) months and up until twenty-four (24) months after the date herein, will be at a sum equal to one hundred and fifteen percent (115%) of the remaining principal balance amount of this Note together with accrued but unpaid interest. Option Redemption after twenty-four (24) months shall be effected by the Borrower paying to the Holder a sum equal to one hundred and two percent (110%) of the principal balance amount plus accrued but unpaid interest at Redemption and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon through the Redemption Payment Date as defined below, an amount as set forth on Exhibit A, attached hereto and made a part hereof, (the "PREPAYMENT Penalty"), and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven five (75) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). At any time during the Redemption Period"), the Holder may elect to convert the Redemption Amount, or any portion thereof, by delivering a Notice of Conversion to the Company in accordance with the provisions of Article III. A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrowers will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred and five percent (100105%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the other Term Note, the Security Agreement, or any Ancillary Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrowers will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period")) . A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note in full (but not in part) in cash, ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period")) . A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Hxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Subject to satisfaction of the Prepayment Conditions (as hereafter defined) and Section 2.2 hereof, the Borrower will have the option of prepaying this Note in full ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred and one percent (100101%) of the Principal Amount principal amount outstanding at such time of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or the Purchase Agreement or any Related Document (as defined in the Purchase Agreement) (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder, which Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PAYMENT DATE"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected pending election to be made by the Holder convert pursuant to Section 3.3 during 3.1 and the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections such election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.. For purposes hereof, the term "PREPAYMENT CONDITIONS" means satisfaction of each of the following: (a) the average closing bid price of the Common Stock on the Principal Market (as hereafter defined) during the twenty (20) consecutive trading days immediately prior to the Redemption Payment Date shall exceed an amount equal to three (3) times the Fixed Conversion Price (as hereafter defined), (b) the market price of the Common Stock on the Principal Market (as hereafter defined) on the Redemption Payment Date shall be supported by a price-to-earnings ratio with respect to the Common Stock and the Borrower, respectively, of not greater than twenty (20) times fully diluted earnings per share of the Common Stock, excluding extraordinary gains, (c) the average daily trading volume of the Common Stock for a period of twenty (20) consecutive trading days immediately prior to the Redemption Payment Date shall not be less than 100,000 shares, (d) the conditions set forth in 2.3(i) and 2.3(ii) hereof shall have been satisfied, and (e) the Holder shall have determined that no shareholder derivative lawsuits are then outstanding against the Borrower. For purposes hereof, the "FIXED CONVERSION PRICE" means $0.40, subject to adjustment in accordance with the terms of this Note. The Fixed Conversion Price shall also be adjusted downward immediately following the occurrence of a Specified Event (as defined below) to an amount equal to the lesser of (1) $0.40 or (2) the volume weighted average closing prices for the Common Stock on the Principal Exchange, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the ten (10) trading days immediately following the Borrower's public press release of its 2004 fiscal year results of operations. For purposes hereof, the term "SPECIFIED EVENT" means the occurrence of the following:

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount then outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount then outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the tx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty eight percent (100128%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such . 06/27/2005 2 Redemption Notice will shall be null and void.. Notwithstanding the foregoing, provided the Companies are not in default under this Note, the Security Agreement or any Ancillary Documents, in the event that the Redemption Payment date occurs within the last six (6) months of the term of this Note, the Holders agree to waive the premium amount of twenty eight percent 28% on the Principal then due and owing such that the Companies shall only be required to pay one hundred percent (100%) of the principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any other Ancillary Agreement outstanding on the Redemption Payment Date

Optional Redemption in Cash. The Companies may prepay this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount principal amount of this Note outstanding at on the date of such time Optional Redemption together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying specifiying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount principal amount of the Loans outstanding at such time under this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to ) specified in the Holder a written notice of redemption (the "NOTICE OF REDEMPTION"). The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption REDEMPTION Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1, or for any portion of this Note for which a Notice of Conversion is delivered during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Company will have the option of prepaying this Note Note, either in whole or in part, without premium or penalty of any kind or nature ("an “Optional Cash Redemption"”) by paying to the Holder a sum of money cash equal to one hundred percent (100%) of the Principal Amount outstanding at such time principal amount to be prepaid (together with all accrued but unpaid interest thereon and any and all other sums then due, accrued or and payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement) (the "each, a “Cash Redemption Amount") outstanding on the Redemption Payment Date (as defined below”). The Companies Company shall deliver to the Holder a written notice of cash redemption (the "each, a “Notice of Cash Redemption"”) specifying the date for such Optional Cash Redemption (the "each, a “Cash Redemption Payment Date"”), which date shall be seven ten (710) business days after the date of the respective Notice of Cash Redemption (the "each, a “Cash Redemption Period"”). A Notice of Cash Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions are elected to be made by the Holder pursuant to Section 3.3 3.1 during the Cash Redemption Period. The A Cash Redemption Amount shall be determined as if the Holder's such Hxxxxx’s conversion elections had been completed immediately prior to the date of the respective Notice of Cash Redemption. On the a Cash Redemption Payment Date, the respective Cash Redemption Amount (plus any additional interest and fees accruing on such Cash Redemption Amount during the Cash Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies Company fail to pay the a Cash Redemption Amount on the a Cash Redemption Payment Date as set forth hereinDate, then such the respective Cash Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Company will have the option of redeeming this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in full in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the date xxxx of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty-four percent (100124%) of the aggregate amount of (a) the Principal Amount outstanding and (b) the principal amount outstanding pursuant to that certain Secured Term Note dated as of the date hereof, made by the Company in favor of the Holder, in the original principal amount of $10,000,000, at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Term Note, the Purchase Agreement or any other Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred two percent (100102%), if there exists an effective current Registration Statement (as defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued in connection with such payment, otherwise one hundred four percent (104%), of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to pxxxx xo the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the xx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to to: (a) one hundred fifteen percent (100115%) (if the redemption occurs before the first anniversary hereof), or (b) one hundred five percent (105%)(if the redemption occurs after the first anniversary hereof, but before the second anniversary hereof) or (c) one hundred three percent (103%)(if the redemption occurs after the second anniversary hereof) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending conversion pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the date xxx xate of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to prixx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Hxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrowers will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred and five percent (100105%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (Note, the "Redemption Amount") outstanding on the Redemption Payment Date Security Agreement, or any Ancillary Agreement (as defined below). The Companies shall deliver to in the Holder a Security Agreement) (the “Redemption Amount”) on the day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period")”) . A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty four percent (100124%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note in full (but not in part) in cash, ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty eight percent (100128%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "“Redemption . 07/07/2005 3 Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall collectively deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note, together with all accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to prxxx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount outstanding at such time principal amount of this Note, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Hxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any Ancillary Agreement, except the Revolving Note (as such terms are defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to prixx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty-five percent (100125%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note in full ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder, which Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected pending election to be made by the Holder convert pursuant to Section 3.3 during 3.1 and the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections such election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrowers will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred and five percent (100105%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay this Note ("Optional OPTIONAL Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrowers will have the option of prepaying this Note in full ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption Redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been xxxx completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.. Second A&R Minimum Borrowing Note 2

Optional Redemption in Cash. The Companies Company may prepay this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay the outstanding principal amount of this Note in its entirety in cash ("“Optional Redemption"”) by paying to the Holder a sum of money equal to (x) in the event that the Redemption Payment Date (as defined below) occurs on or prior to the one hundred twentieth (120) day after the date hereof, one hundred five percent (100105%) and (y) in the event that the Redemption Payment Date occurs after the one hundred twentieth (120) day after the date hereof, one hundred twenty five percent (125%), in each case, of the entire Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to (a) one hundred twenty percent (100120%) of the Principal Amount outstanding at such time together with principal balance of this Note plus (b) accrued but unpaid interest thereon and plus (c) any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (or if such day is not a Business Day, the "next succeeding Business Day) (the “Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Xxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note partially or in full ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred percent (100%) any percentage of the Principal Amount outstanding at such time principal amount of this Note in the Borrower’s sole discretion, together with accrued but unpaid interest thereon thereon, and any and all other sums due, accrued or payable to the Holder arising under this Note with respect to such percentage principal (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder, which day shall not be earlier than October 31, 2021. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven fourteen (714) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On Within 7 days from receipt of the Redemption Payment DateNotice of Redemption, the Redemption Amount must be paid in good funds Holder may elect to convert all or any portion of the Holder. In the event the Companies fail then aggregate outstanding principal amount of this Note, together with interest and fees due hereon, pursuant to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.due notice per Section 3.1

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Hxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrowers will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (as defined in the Security Agreement) (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD")) . A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Hxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies Borrowers fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to (i) in the case of any such prepayment occurring on or prior to the date that is the first anniversary of the Closing Date, one hundred twenty five percent (100125%), (ii) in the case of any such prepayment occurring on or prior to the date that is the second anniversary of the Closing Date, one hundred fifteen percent (115%), and (iii) in the case of any such prepayment occurring thereafter, one hundred ten percent (110%), in each case, of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred ten percent (100110%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Acceris Communications Confidential Materials October 14, 2004 Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall not be less than seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Hxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Company will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the tx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any other Ancillary Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to prixx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("Optional Redemption") by paying to the Holder in accordance with the following schedule: (a) If such Optional Redemption occurs prior to the first anniversary of the date hereof, a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount outstanding outstanding; (b) If such Optional Redemption occurs after the first anniversary of the date hereof but prior to the second anniversary of the date hereof, a sum of money equal to one hundred twenty percent (120%) of the Principal Amount outstanding; or (c) If such Optional Redemption occurs after the second anniversary of the date hereof but prior to the Maturity Date, a sum of money equal to one hundred fifteen percent (115%) of the Principal Amount outstanding; Such payment pursuant to Section 2.3(a), (b) or (c) shall be made at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 Article III during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any Ancillary Agreement, except the Revolving Note (as such terms are defined in the "Security Agreement) (the “Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period")) . A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the date xxx xxte of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty five percent (100125%) of the Principal Amount outstanding unpaid principal amount of this Note at the time of such time prepayment together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of ------------------------------ prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Hxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ------------------------------ ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred percent (100%) of the -------------------- Applicable Principal Amount outstanding at such time (as defined below) together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. For purposes of this Section 2.3, the "APPLICABLE PRINCIPAL AMOUNT" shall mean (a) during the period commencing on the date hereof and ending on the date immediately preceding the first anniversary of the date hereof, 125% of the Principal Amount outstanding at the time of such prepayment, (b) during the period commencing on the first anniversary of the date hereof and ending on the date immediately preceding the second anniversary of the date hereof, 120% of the Principal Amount outstanding at the time of such prepayment and (c) during the period commencing on the second anniversary of the date hereof and ending on the Maturity Date, 115% of the Principal Amount outstanding at the time of such prepayment.

Optional Redemption in Cash. The Companies Company may prepay this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Company may prepay this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any other Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred two percent (100102%), if there exists an effective current Registration Statement (as defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued in connection with such payment, otherwise one hundred four percent (104%), of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to prixx xx the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (Note, the Security Agreement, or any Ancillary Agreement the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies Borrower shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's conversion elections had been completed immediately prior to the xx xxx date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below); provided, however, that in no event may the Borrower pay the Holder any amount in respect of the exercise of any such Optional Redemption (of all or any portion of this Note) unless the Borrower shall have first until the Discharge of the Senior Claims, (i) prepaid the Laurus Notes by an amount equal to the aggregate amount to be paid to the Holder and all other Purchasers in connection with such Optional Redemption (the “Prepayment Amount”) as provided in the Laurus Notes and (ii) deposited additional cash collateral in an amount equal to the Prepayment Amount with Aether as provided in the Aether Note. The Companies Borrower shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven twenty (720) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected pending election to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.convert

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below); provided, however, that in no event may the Borrower pay the Holder any amount in respect of the exercise of any such Optional Redemption (of all or any portion of this Note) unless the Borrower shall have first until the Discharge of the Senior Claims, (i) prepaid the Laurus Note by an amount equal to the aggregate amount to be paid to the Holder and all other Purchasers in connection with such Optional Redemption (the “Prepayment Amount”) as provided in the Laurus Note and (ii) deposited additional cash collateral in an amount equal to the Prepayment Amount with Aether as provided in the Aether Note. The Companies Borrower shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice will be null and voidvoid and (ii) the Borrower shall no longer have the Optional Redemption rights set forth herein. Each of the terms “Aether”, “Aether Note”, “Discharge of Senior Claims”, “Laurus Note” has the meaning given to such term in the Subordination Agreement.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount then outstanding at such time principal balance of this Note, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement, or any Related Agreement (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"), ”) which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the such Holder's ’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies Maker may prepay this Convertible Demand Note ("Optional Redemption") by paying to the Holder Payee a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Payee arising under this Convertible Demand Note (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Maker shall deliver to the Holder Payee a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven no sooner than ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Convertible Demand Note for which the Holder Payee has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder Maker pursuant to Section 3.3 5 during the Redemption Period. The Redemption Amount shall be determined as if the HolderPayee's and Maker's, as applicable, conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the HolderPayee. In the event the Companies fail Maker fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional RedemptionOPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Purchase Agreement or any Related Agreement (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption") specifying Redemption shall specify the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) pending election to convert pursuant to Section 3.1, or for conversions elected to be initiated or made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred thirty percent (100130%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), ) which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holdersuch Xxxxxx's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred twenty percent (100120%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note Note, the Security Agreement or any other Ancillary Agreement (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven ten (710) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1 or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during th Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will shall be null and void.

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying this Note in full ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or the Purchase Agreement or any Related Document (as defined in the Purchase Agreement) (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Holder, which Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected pending election to be made by the Holder convert pursuant to Section 3.3 during 3.1 and the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections such election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall not be earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.. 4 ------------------------------------------------------------------------------------------------------

Optional Redemption in Cash. The Companies may prepay Borrower will have the option of prepaying all or a portion of amounts outstanding under this Note in full ("“Optional Redemption"”) by paying to the Holder a sum of money equal to the following: (a) if such prepayment is made prior to December , 2005, one hundred five percent (100105%) of the Principal Amount outstanding at principal amount of this Note to be prepaid, and if such time prepayment made after December , 2005, one hundred three percent (103%) of such principal amount of this Note to be prepaid, together with (b) accrued but unpaid interest thereon and (c) any payment required under Section 1.2(Y) and 1.2(Z) (d) any and all other sums due, accrued or payable to the Holder arising under this Note or the Purchase Agreement or any Related Document (as defined in the Purchase Agreement) (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a day written notice of redemption (the "“Notice of Redemption"”) specifying is given to the Holder, which Notice of Redemption shall specify the date for such Optional Redemption and the principal amount of this Note to be prepaid (the "“Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected pending election to be made by the Holder convert pursuant to Section 3.3 during 3.1 and the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections such election to convert had been completed immediately prior to the date of the Notice of Redemption. The Redemption Payment Date shall be not earlier than the day after the date of the Notice of Redemption and not later than seven (7) days after the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail Borrower fails to pay the Redemption Amount on by the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will be null and void.

Optional Redemption in Cash. The Companies may prepay will have the option of prepaying this Note ("“Optional Redemption"”) by paying to the Holder a sum of money equal to one hundred fifteen percent (100115%) of the Principal Amount outstanding at such time principal amount of this Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement or any other Ancillary Agreement (other than the Revolving Note and the Term Note) (the "“Redemption Amount"”) outstanding on the Redemption Payment Date (as defined below). The Companies Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be seven (7) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defineddefined below) pursuant to Section 3.1, or for conversions elected to be made by the Holder pursuant to Section 3.3 3.1 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's such Hxxxxx’s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount (plus any additional interest and fees accruing on the Notes during the Redemption Period) must be irrevocably paid in good full in immediately available funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth hereinDate, then such Redemption Notice will shall be null and void.