exhibit102.htm


    EXHIBIT
10.2

    


    


    NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

    


    THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL
REDEMPTION OR CONVERSION.  AS A RESULT, FOLLOWING ANY REDEMPTION OR
CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT
REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED
INTEREST SET FORTH BELOW.

    


    


    9 1⁄2% SECURED CONVERTIBLE
NOTE DUE AUGUST 1, 2010

    


    OF

    


    ISCO INTERNATIONAL,
INC.

    


    Note No.:
AUG-[    ]

    Original
Principal Amount:
$[          ]

    Issuance
Date:  August 18, 2008                                                                                                  Elk Grove Village,
Illinois


        

          



    


    This Note
(“Note”) is one of a
duly authorized issue of Notes of ISCO
INTERNATIONAL, INC., a corporation duly organized and existing under the
laws of the State of Delaware (the “Company”), designated as the
Company's 9 1⁄2% Secured Convertible Notes Due August 1, 2010 (“Maturity Date”) in an
aggregate principal amount (when taken together with the original principal
amounts of all other Notes) which does not exceed THREE MILLION U.S. Dollars
(U.S. $3,000,000.00) (the “Notes”).  The Notes
have been issued pursuant to the terms of that certain August 2008 Loan
Agreement dated as of the date hereof by and among the Company, the Holder (as
defined below) and [      ]
(the “August 2008 Loan Agreement”).  Capitalized terms used herein not
otherwise defined herein shall have the meaning ascribed to such terms in the
August 2008 Loan Agreement.

     

    For Value
Received, the Company hereby promises to pay to the order of [              ]
or its registered assigns or successors-in-interest (“Holder”) the principal sum of
[      ]
U.S. DOLLARS (U.S. $[       ]),
or, if less the outstanding principal amount of advances made under the August
2008 Loan Agreement, together with all accrued but unpaid interest thereon, if
any, on the Maturity Date, to the extent such principal amount and interest has
not been converted into the Company's Common Stock, $0.001 par value per share
(the “Common Stock”), in
accordance with the terms hereof.  Interest on the unpaid principal
balance hereof shall accrue at the rate of 9 1⁄2% per annum from the original date
of issuance, August 18, 2008 (the “Issuance Date”), until the
same becomes due and payable on the Maturity Date, or such earlier date upon
acceleration or by conversion or redemption in accordance with the terms hereof
or of the other Loan Documents.  Interest on this Note shall accrue
daily commencing on the Issuance Date, shall be compounded monthly and shall be
computed on the basis of a 360-day year, 30-day months and actual days elapsed
and shall be payable in accordance with Section 1
hereof.  Notwithstanding anything contained herein, this Note shall
bear interest on the due and unpaid Principal Amount from and after the
occurrence and during the continuance of an Event of Default pursuant to Section
5(a), at the rate (the “Default
Rate”) equal to the lower of 20% per annum or the highest rate permitted
by law.  Unless otherwise agreed or required by applicable law,
payments will be applied first to any unpaid collection costs, then to unpaid
interest and fees (including late charges, if applicable) and any remaining
amount to principal.

     

    Except as
otherwise provided herein, all payments of principal and interest (including
late charges, if applicable) on this Note shall be made in lawful money of the
United States of America by wire transfer of immediately available funds to such
account as the Holder may from time to time designate by written notice in
accordance with the provisions of this Note.  This Note may not be
prepaid in whole or in part except as otherwise provided
herein.  Whenever any amount expressed to be due by the terms of this
Note is due on any day which is not a Business Day (as defined below), the same
shall instead be due on the next succeeding day which is a Business
Day.

     

    “Business
Day” shall mean
any day other than a Saturday, Sunday or a day on which commercial banks in the
City of New York are authorized or required by law or executive order to remain
closed.

     

    “Change in Control
Transaction” will be deemed to exist if (i) there occurs any
consolidation, merger or other business combination of the Company with or into
any other corporation or other entity or person (whether or not the Company is
the surviving corporation), or any other corporate reorganization or transaction
or series of related transactions in which in any of such events the voting
stockholders of the Company prior to such event cease to own 50% or more of the
voting stock, or corresponding voting equity interests, of the surviving
corporation after such event (including without limitation any “going private”
transaction under Rule 13e-3 promulgated pursuant to the Exchange Act (as
defined below) or tender offer by the Company under Rule 13e-4 promulgated
pursuant to the Exchange Act for 20% or more of the Company's Common Stock),
(ii) any person (as defined in Section 13(d) of the Exchange Act), together with
its affiliates and associates (as such terms are defined in Rule 405 under the
Securities Act), beneficially owns or is deemed to beneficially own (as
described in Rule 13d-3 under the Exchange Act without regard to the 60-day
exercise period) in excess of 50% of the Company's voting power, (iii) there is
a replacement of more than one-half of the members of the Company’s Board of
Directors which is not approved by those individuals who are members of the
Company's Board of Directors on the date thereof, or (iv) in one or a series of
related transactions, there is a sale or transfer of all or substantially all of
the assets of the Company, determined on a consolidated basis, or (v) the
execution by the Company of an agreement to which the Company is a party or
which it is bound providing for an event set forth in (i), (ii), (iii) or (iv)
above.

     

    “Conversion
Ratio” means, at
any time, a fraction, of which the numerator is the entire outstanding Principal
Amount of this Note (or such portion thereof that is being redeemed or
repurchased), and of which the denominator is the then applicable Conversion
Price.

     

    “Conversion
Price” shall
equal $0.20 (which Conversion Price shall be subject to adjustment as set forth
herein).

     

    “Conversion
Shares” means
the shares of Common Stock into which the Notes are convertible (including
repayment in Common Stock as set forth herein) in accordance with the terms
hereof and the Agreement.

     

    “Convertible
Securities”
means any convertible securities, warrants, options or other rights to subscribe
for or to purchase or exchange for, shares of Common Stock.

     

    “Debt” shall mean indebtedness of
any kind.

     

    “Effective
Date” means the date on which a Registration Statement covering all the
Conversion Shares and other Registrable Securities (as defined in the
Registration Rights Agreement) is declared effective by the Securities and
Exchange Commission.

     

    “Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended.

     

    “Fair Market
Price” shall mean the closing price (or closing bid price) for the Common
Stock on the Principal Market as reported by Bloomberg Financial L.P. on the
Trading Day immediately preceding the date on which the price is being
determined.

     

    “Market
Price” shall equal 90% of the average of the VWAP for each of the twenty
(20) Trading Days, excluding the five (5) highest Trading Days
(i.e.  the Trading Days with the highest VWAP) from the average,
immediately preceding the date on which such Market Price is being
determined.

     

    “MFN
Transaction” shall mean a transaction in which the Company issues or
sells any securities in a capital raising transaction or series of related
transactions (the “MFN
Offering”) which grants to the investor (the “MFN Investor”) the right to
receive additional securities based upon future capital raising transactions of
the Company on terms more favorable than those granted to the MFN Investor in
the MFN Offering.

     

    “Per Share Selling
Price” shall include the amount actually paid by third parties for each
share of Common Stock in a sale or issuance by the Company.  In the
event a fee is paid by the Company in connection with such transaction directly
or indirectly to such third party or its affiliates, any such fee shall be
deducted from the selling price pro rata to all shares sold in the transaction
to arrive at the Per Share Selling Price.  A sale of shares of Common
Stock shall include the sale or issuance of rights, options, warrants or
convertible, exchangeable or exercisable securities, issued or sold on or
subsequent to the Closing Date, under which the Company is or may become
obligated to issue shares of Common Stock, and in such circumstances the Per
Share Selling Price of the Common Stock covered thereby shall also include the
exercise, exchange or conversion price thereof (in addition to the consideration
received by the Company upon such sale or issuance less the fee amount as
provided above).  In case of any such security issued or sold on or
subsequent to the Closing Date in an MFN Transaction, the Per Share Selling
Price shall be deemed to be the lowest conversion or exercise price at which
such securities are converted or exercised, or the lowest adjustment price in
the case of an MFN Transaction, over the life of such securities.  If
shares are issued for a consideration other than cash, the Per Share Selling
Price shall be the fair value of such consideration as determined in good faith
by independent certified public accountants mutually acceptable to the Company
and the Purchaser.  In the event the Company directly or indirectly
effectively reduces the conversion, exercise or exchange price for any
Convertible Securities issued or sold on or subsequent to the Closing Date which
are currently outstanding (other than pursuant to the terms of the transaction
documentation for such securities as in effect on the date hereof), then the Per
Share Selling Price shall equal such effectively reduced conversion, exercise or
exchange price.

     

    “Principal
Amount” shall refer to the sum of (i) the original principal amount of
this Note, (ii) all accrued but unpaid interest hereunder, and (iii) any default
payments owing under the Loan Documents but not previously paid or added to the
Principal Amount.

     

    “Principal
Market” shall
mean the American Stock Exchange or such other principal
market or exchange on which the Common Stock is then listed for
trading.

     

    “Registration
Statement” shall have the meaning set forth in the Registration Rights
Agreement.

     

    “Securities
Act” shall mean the Securities Act of 1933, as amended.

     

    “Trading
Day” shall mean (x) if the Common Stock is listed on the New York Stock
Exchange or the American Stock Exchange, a day on which there is trading on such
stock exchange, or (y) if the Common Stock is not listed on either of such stock
exchanges but sale prices of the Common Stock are reported on an automated
quotation system, a day on which trading is reported on the principal automated
quotation system on which sales of the Common Stock are reported, or (z) if the
foregoing provisions are inapplicable, a day on which quotations are reported by
National Quotation Bureau Incorporated.

     

    “VWAP” shall mean the daily volume
weighted average price of the Common Stock on the Principal Market as reported
by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. Eastern Time
to 4:00 p.m. Eastern Time) using the AQR function on the date in
question.

     

    The
following terms and conditions shall apply to this Note:

     

    Section
1. Payments of Principal and
Interest.

     

    (a) Interest.  This
Note shall accrue interest at a rate of 9 1⁄2% per annum daily commencing on the
Issuance Date, shall be compounded monthly and shall be computed on the basis of
a 360-day year, 30-day months and actual days elapsed.  Accrued
interest shall be added to the Principal Amount of this Note.

     

    (b) Advances
Under the Loan Agreement.  Upon the closing of each Advance
made by Lender under the August 2008 Loan Agreement, Lender shall adjust the
grid schedule attached to this Note as Schedule 1 to reflect
the principal amount and the terms of such Advance.  Notwithstanding
anything to the contrary contained herein or in the August 2008 Loan Agreement,
Lender’s failure to so adjust the grid schedule shall not in any manner affect
Borrower’s obligation to repay the amount of any Advances made by Lender under
the August 2008 Loan Agreement in accordance with the terms of the August 2008
Loan Agreement and this Note.

     

    (c) Payment of
Principal.  Subject to the provisions hereof, the Principal
Amount of this Note shall be due and payable in cash on the Maturity Date.


     

    (d) Prepayment.  The
Company may not prepay any part of the outstanding Principal Amount prior to the
Maturity Date.

     

    Section
2. Rank.  The
obligations of the Company hereunder shall rank pari passu with the Company’s
Notes governed by the Third Amended and Restated Loan Agreement, dated as of
November 10, 2004, by and among the Company and the Holder and [          ],
as amended (the “2004
Loan Agreement”), shall
be pari passu with the Company’s 91⁄2% Grid
Notes governed by the 2008 Loan Agreement, dated May 29, 2008, by and among the
Company, Holder and [         ]
(the “2008 Loan
Agreement”) and shall be senior to the Company’s unsecured
indebtedness.

     

    Section
3. Conversion.


     

    (a) Conversion by
Holder.  Subject to the terms hereof and restrictions and
limitations contained herein, the Holder shall have the right, at such Holder's
option, at any time and from time to time to convert the outstanding Principal
Amount under this Note in whole or in part by delivering to the Company a fully
executed notice of conversion in the form of conversion notice attached hereto
as Exhibit A
(the “Conversion
Notice”), which may be transmitted by facsimile  or electronic
transmission (with the original mailed on the same day be certified or
registered mail, postage prepaid and return receipt requested), on the date of
conversion (the “Conversion
Date”).  A Conversion Notice shall be deemed sent on the date
of delivery if delivered before 5:00 p.m. Eastern Standard Time on such date, or
the day following such date if delivered after 5:00 p.m. Eastern Standard
Time.  Notwithstanding anything to the contrary herein, this Note and
the outstanding Principal Amount hereunder shall not be convertible into Common
Stock to the extent that such conversion would result in the Holder hereof
exceeding the limitations contained in, or otherwise violating the provisions of
Section 3(i) below.

     

    (b) Conversion Date
Procedures.  Upon conversion of this Note pursuant to this
Section 3, the outstanding Principal Amount hereunder shall be converted into
such number of fully paid, validly issued and non-assessable shares of Common
Stock, free of any liens, claims and encumbrances, as is determined by dividing
the outstanding Principal Amount (and, at the election of the Holder, any
accrued interest or applicable late charges) being converted by the then
applicable Conversion Price.  If a conversion under this Note cannot
be effected in full for any reason, or if the Holder is converting less than all
of the outstanding Principal Amount hereunder pursuant to a Conversion Notice,
the Company shall, upon request by the Holder, promptly deliver to the Holder
(but no later than five Trading Days after the Conversion Date) a Note for such
outstanding Principal Amount (and, at the election of the Holder, any accrued
interest or applicable late charges) as has not been converted if this Note has
been surrendered to the Company for partial conversion.  The Holder
shall not be required to physically surrender this Note to the Company upon any
conversion hereunder unless the full outstanding Principal Amount (and, at the
election of the Holder, any accrued interest or applicable late charges)
represented by this Note is being converted or repaid.  The Holder and
the Company shall maintain records showing the outstanding Principal Amount
(and, at the election of the Holder, any accrued interest or applicable late
charges) so converted and repaid and the dates of such conversions or repayments
or shall use such other method, reasonably satisfactory to the Holder and the
Company, so as not to require physical surrender of this Note upon each such
conversion or repayment.

     

    (i) Stock Certificates or
DWAC.  The Company will deliver to the Holder not later than
three (3) Trading Days after the Conversion Date, a certificate or certificates
which shall be free of restrictive legends and trading restrictions (assuming
that the Registration Statement has been declared effective), representing the
number of shares of Common Stock being acquired upon the conversion of this
Note.  In lieu of delivering physical certificates representing the
shares of Common Stock issuable upon conversion of this Note, provided the
Company's transfer agent is participating in the Depository Trust Company
(“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request
of the Holder, the Company shall use commercially reasonable efforts to cause
its transfer agent to electronically transmit such shares issuable upon
conversion to the Holder (or its designee), by crediting the account of the
Holder’s (or such designee’s) prime broker with DTC through its
Deposit/Withdrawal at Custodian (“DWAC”) system (provided that
the same time periods herein as for stock certificates shall
apply).  If in the case of any conversion hereunder, such certificate
or certificates are not delivered to or as directed by the Holder by the third
Trading Day after the Conversion Date, the Holder shall be entitled by written
notice to the Company at any time on or before its receipt of such certificate
or certificates thereafter, to rescind such conversion, in which event the
Company shall immediately return this Note if tendered for
conversion.

     

    (c) Conversion Price
Adjustments.

     

    (i) Stock Dividends and
Splits.  If the Company or any of its subsidiaries, at any time
while the Notes are outstanding (A) shall pay a stock dividend or otherwise make
a distribution or distributions on any equity securities (including instruments
or securities convertible into or exchangeable for such equity securities) in
shares of Common Stock, or (B) subdivide outstanding Common Stock into a larger
number of shares, then the then applicable Conversion Price shall be multiplied
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding before such event and the denominator of which shall be the
number of shares of Common Stock outstanding after such event.  Any
adjustment made pursuant to this Section 3(c)(i) shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision.

     

    (ii) Distributions.  If
the Company or any of its subsidiaries, at any time while the Notes are
outstanding, shall distribute to all holders of Common Stock evidences of its
indebtedness or assets or cash or rights or warrants to subscribe for or
purchase any security of the Company or any of its subsidiaries (excluding those
referred to in Section 3(c)(i) above), then concurrently with such distributions
to holders of Common Stock, the Company shall distribute to holders of the Notes
the amount of such indebtedness, assets, cash or rights or warrants which the
holders of the Notes would have received had the Notes been converted into
Common Stock.

     

    (iii) Common Stock
Issuances.  In the event that the Company or any of its
subsidiaries on or subsequent to the Closing Date (A) issues or sells any
securities which are convertible into or exercisable or exchangeable for Common
Stock (other than Notes issued under the August 2008 Loan Agreement or shares or
options issued or which may be issued pursuant to the Company’s 2003 Equity
Incentive Plan, as amended (the “Incentive Plan”), up to the
Incentive Plan Limit (as defined below)), or any warrants or other rights to
subscribe for or to purchase or any options for the purchase of its Common
Stock, (B) directly or indirectly effectively reduces the conversion, exercise
or exchange price for any Convertible Securities (other than shares or options
issued or which may be issued pursuant to the Incentive Plan up to the Incentive
Plan Limit) which are currently outstanding (other than pursuant to terms
existing on the date hereof) or (C) issues or sells any Common Stock at or to an
effective Per Share Selling Price which is less than the Conversion Price in
effect immediately prior to such issue or sale or record date, as applicable,
then the Conversion Price shall be reduced by multiplying the existing
Conversion Price by a fraction (x) the numerator of which shall be the sum of
(i) the number of shares of Common Stock outstanding immediately prior to such
sale or issuance or reduction and (ii) the number of shares of Common Stock
which the aggregate consideration received by the Company would purchase at such
Conversion Price; and (y) the denominator of which shall be the number of shares
of Common Stock outstanding (or deemed outstanding, as discussed below)
immediately after such issue, sale or reduction.

     

    “Incentive Plan Limit” shall
mean an amount, with respect to each calendar year, equal to 2.5% of the number
of the Company’s outstanding shares of Common Stock, provided that (AA) this
amount shall be net of any shares or options issued under the Incentive Plan
which are cancelled, forfeited, expired or redeemed, and (BB) for purposes of
calculating this amount, restricted shares shall count as two shares of Common
Stock and option shares shall count as one share of Common Stock.  To
the extent that the Company issues securities under the Incentive Plan beyond
the Incentive Plan Limit, such issuances shall not be exempt from the adjustment
provisions of this Note.

    


    For the
purposes of the foregoing adjustment, in the case of any Convertible Securities,
the maximum number of shares of Common Stock issuable upon exercise, exchange or
conversion of such Convertible Securities shall be deemed to be outstanding,
provided that no further adjustment shall be made upon the actual issuance of
Common Stock upon exercise, exchange or conversion of such Convertible
Securities.  Notwithstanding anything to the contrary herein, the
maximum number of Conversion Shares, including such shares of Common Stock
issuable pursuant to the adjustment provisions of Section 3(c) hereof, shall not
exceed the Maximum Common Stock Issuance (as defined in Section
3(i)).

     

    In the
event a fee is paid by the Company in connection with a transaction described in
this clause (iii), the portion of such fee in excess of 3% of the purchase price
in such transactions shall be deducted from the selling price pro rata to all
shares sold in the transaction to arrive at the Per Share Selling
Price.

     

    For
purposes of this Section 3(c)(iii), if an event occurs that triggers more than
one of the above adjustment provisions, then only one adjustment shall be made
and the calculation method which yields the greatest downward adjustment in the
Conversion Price shall be used.

     

    For
purposes of making the foregoing adjustments, the following provisions shall
apply.

     

    A. Issuance of Convertible
Securities.  If the Company in any manner issues or sells any
Convertible Securities (other than shares or options issued or which may be
issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the
lowest price per share for which one share of Common Stock is issuable upon such
conversion, exchange or exercise thereof is less than the Conversion Price in
effect immediately prior to such issuance, then such share of Common Stock shall
be deemed to be outstanding and to have been issued and sold by the Company at
the time of the issuance of sale of such Convertible Securities for such price
per share.  For the purposes of this Section 3(c)(iii)(A), the “lowest
price per share for which one share of Common Stock is issuable upon such
conversion, exchange or exercise” shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with
respect to any one share of Common Stock upon the issuance or sale of the
Convertible Security and upon the conversion, exchange or exercise of such
Convertible Security.  No further adjustment of the Conversion Price
shall be made upon the actual issuance of such Common Stock upon conversion,
exchange or exercise of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any options for
which adjustment of the Conversion Price had been or are to be made pursuant to
other provisions of this Section 3(c)(iii)(A), no further adjustment of the
Conversion Price shall be made by reason of such issue or sale.

     

    B. Change in Option Price or
Rate of Conversion.  Except for shares or options issued or
which may be issued pursuant to the Incentive Plan up to the Incentive Plan
Limit, if the purchase or exercise price provided for in any Convertible
Securities, the additional consideration, if any, payable upon the issue,
conversion, exchange or exercise of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable or
exercisable for Common Stock changes at any time, the Conversion Price in effect
at the time of such change shall be adjusted to the Conversion Price that would
have been in effect at such time had such Convertible Securities provided for
such changed purchase price, additional consideration or changed conversion
rate, as the case may be, at the time initially granted, issued or
sold.  For purposes of this Section 3(c)(iii)(B), if the terms of any
option or Convertible Security that was outstanding as of the date of issuance
of the Notes are changed in the manner described in the immediately preceding
sentence, then such option or Convertible Security and the Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such change.  No adjustment shall be
made if such adjustment would result in an increase of the Conversion Price then
in effect.

     

    C. Calculation of Consideration
Received.  In case any option is issued in connection with the
issue or sale of other securities of the Company, together comprising one
integrated transaction in which no specific consideration is allocated to such
options by the parties thereto, then solely for purposes of this Section 3, the
options will be deemed to have been issued for a consideration of
$0.01.  If any Common Stock or Convertible Securities (other than
shares or options issued or which may be issued pursuant to the Incentive Plan
up to the Incentive Plan Limit) are issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor will be deemed to be the
gross amount received by the Company therefor.  If any Common Stock or
Convertible Securities (other than shares or options issued or which may be
issued pursuant to the Incentive Plan up to the Incentive Plan Limit) are issued
or sold for a consideration other than cash, the amount of the consideration
other than cash received by the Company will be the fair value of such
consideration, except where such consideration consists of marketable
securities, in which case the amount of consideration received by the Company
will be the arithmetic average of the Closing Sale Prices of such securities
during the ten (10) consecutive Trading Days ending on the date of receipt of
such securities.  The fair value of any consideration other than cash
or securities will be determined jointly by the Company and the holders of the
Notes.  If such parties are unable to reach agreement within ten (10)
days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair
value of such consideration will be determined within five (5) Business Days
after the tenth (10th) day
following the Valuation Event by an independent, reputable appraiser selected by
the Company and the holders of the Notes.

     

    D. Record
Date.  If the Company takes a record of the holders of Common
Stock for the purpose of entitling them (A) to receive a dividend or other
distribution payable in Common Stock, options or Convertible Securities or (B)
to subscribe for or purchase Common Stock, options or Convertible Securities,
then such record date will be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may
be.

     

    (iv) Rounding of Adjustments. All calculations under
this Section 3 shall be made to the nearest cent or the nearest 1/100th of a
share, as the case may be.

     

    (v) Notice of Adjustments. Whenever any Affected
Conversion Price is adjusted pursuant to Section 3(c)(ii) or (iii) above, the
Company shall promptly deliver to each holder of the Notes, a notice setting
forth the Affected Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment, provided that any
failure to so provide such notice shall not affect the automatic adjustment
hereunder.

     

    (vi) Change in Control
Transactions.  In case of any Change in Control Transaction,
the Holder shall have the right thereafter to, at its option, (A) convert this
Note, in whole or in part, at the then applicable Conversion Price into the
shares of stock and other securities, cash and/or property receivable upon or
deemed to be held by holders of Common Stock following such Change in Control
Transaction, and the Holder shall be entitled upon such event to receive such
amount of securities, cash or property as the shares of the Common Stock of the
Company into which this Note could have been converted immediately prior to such
Change in Control Transaction would have been entitled if such conversion were
permitted, subject to such further applicable adjustments set forth in this
Section 3 (provided that the limitations in Section 3(i) shall not apply to the
extent that Holder shall have waived them) or (B) require the Company or its
successor to redeem this Note, in whole or in part, at a redemption price equal
to 110% of the outstanding Principal Amount (plus any accrued interest or
applicable late charges) being redeemed.  The terms of any such Change
in Control Transaction shall include such terms so as to continue to give to the
Holders the right to receive the amount of securities, cash and/or property upon
any conversion or redemption following such Change in Control Transaction to
which a holder of the number of shares of Common Stock deliverable upon such
conversion would have been entitled in such Change in Control Transaction, and
interest payable hereunder shall be in cash or such new securities and/or
property, at the Holder’s option.  This provision shall similarly
apply to successive reclassifications, consolidations, mergers, sales, transfers
or share exchanges.  Notwithstanding any other provisions of this
Note, the Holder shall be permitted to convert all or any portion of the
Principal Amount (plus any accrued interest or late charges, if applicable) at
the Conversion Price described in Section 3(c) herein at any time until the
consummation of the Change in Control Transaction.

     

    (vii) Notice of Certain
Events.  If:

     

    
      	
               
      

            	
              A.

            	
              the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock; or

            


    

    


    
      	
               
      

            	
              B.

            	
              the
      Company shall declare a special nonrecurring cash dividend on or a
      redemption of its Common Stock; or

            


    

    


    
      	
               
      

            	
              C.

            	
              the
      Company shall authorize the granting to all holders of the Common Stock
      rights or warrants to subscribe for or purchase any shares of capital
      stock of any class or of any rights;
or

            


    

    


    
      	
               
      

            	
              D.

            	
              the
      approval of any stockholders of the Company shall be required in
      connection with any reclassification of the Common Stock of the Company,
      any consolidation or merger to which the Company is a party, any sale or
      transfer of all or substantially all of the assets of the Company, of any
      compulsory share of exchange whereby the Common Stock is converted into
      other securities, cash or property;
or

            


    

    


    
      	
               
      

            	
              E.

            	
              the
      Company shall authorize the voluntary or involuntary dissolution,
      liquidation or winding up of the affairs of the
  Company;

            


    

    


    then the
Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of this Note, and shall cause to be mailed to the Holder
at its last address as it shall appear upon the books of the Company, on or
prior to the date notice to the Company's stockholders generally is given, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are
to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange.

     

    (d) Reservation and Issuance of
Underlying Securities.  The Company covenants that it will at
all times reserve and keep available out of its authorized and unissued Common
Stock solely for the purpose of issuance upon conversion of this Note (including
repayments in stock), free from preemptive rights or any other actual contingent
purchase rights of persons other than the holders of the Notes, the full number
of shares of Common Stock issuable upon conversion of all amounts outstanding
under this Note.  The Company covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly authorized, validly
issued, fully paid, nonassessable and freely tradeable.

     

    (e) No
Fractions.  Upon a conversion hereunder the Company shall not
be required to issue stock certificates representing fractions of shares of
Common Stock, but may if otherwise permitted, make a cash payment in respect of
any final fraction of a share based on the closing price of a share of Common
Stock on the Principal Market at such time.  If the Company elects
not, or is unable, to make such cash payment, the Holder shall be entitled to
receive, in lieu of the final fraction of a share, one whole share of Common
Stock.

     

    (f) Charges, Taxes and
Expenses.  Issuance of certificates for shares of Common Stock
upon the conversion of this Note (including repayment in stock) shall be made
without charge to the holder hereof for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be
issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the
event certificates for shares of Common Stock are to be issued in a name other
than the name of the Holder, this Note when surrendered for conversion shall be
accompanied by an assignment form; and provided further, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any such transfer.

     

    (g) Cancellation.  After
all of the Principal Amount (including accrued but unpaid interest and default
payments (including any applicable late charges) at any time owed on this Note)
have been paid in full or converted into Common Stock, this Note shall
automatically be deemed canceled and the Holder shall promptly surrender the
Note to the Company at the Company’s principal executive offices.

     

    (h) Notices
Procedures.  Any and all notices or other communications or
deliveries to be provided by the Holder hereunder, including, without
limitation, any Conversion Notice, shall be in writing and delivered personally,
by confirmed facsimile, electronic transmission, or by a nationally recognized
overnight courier service to the Company at the facsimile telephone number or
address of the principal place of business of the Company as set forth in the
Purchase Agreement.  Any and all notices or other communications or
deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, electronic transmission, or by a nationally
recognized overnight courier service addressed to the Holder at the facsimile
telephone number or address of the Holder appearing on the books of the Company,
or if no such facsimile telephone number or address appears, at the principal
place of business of the Holder.  Any notice or other communication or
deliveries hereunder shall be deemed delivered (i) upon receipt, when delivered
personally, (ii) when sent by facsimile, upon receipt if received on a Business
Day prior to 5:00 p.m. (Eastern Standard Time), or on the first Business Day
following such receipt if received on a Business Day after 5:00 p.m. (Eastern
Standard Time) or (iii) upon receipt, when deposited with a nationally
recognized overnight courier service.

     

    (i) Conversion Limitation;
Overall Limit on Common Stock Issuable.  Notwithstanding
anything contained herein to the contrary, the number of shares of Common Stock
issuable by the Company and acquirable by the Holders of Notes at prices below
the “book or market value” (as such terms are used in Section 713 of the AMEX
Company Guide) of the Common Stock on the date hereof shall not in the aggregate
exceed 19.9% of the number of shares of Common Stock outstanding on the date
hereof, subject to appropriate adjustment for stock splits, stock dividends, or
other similar recapitalizations affecting the Common Stock (the “Maximum Common Stock
Issuance”).  The Maximum Common Stock issuance shall be
allocated pro
rata to the
Holders of the Notes in accordance with their percentage of the purchase price
set forth below their signatures on the signature pages to the Purchase
Agreement.

     

    Section
4. Defaults and
Remedies.

     

    (a) Events of
Default.                                           An
“Event of Default”
is:  (i) a default in the payment of any Principal Amount of the
Notes; (ii) default in payment of the principal amount or accrued but unpaid
interest thereon of any of the Prior ISCO Notes, on or after the date such
payment is due, (iii) failure by the Company for ten (10) days after notice to
it, to comply with any other material provision of any of the Prior ISCO Notes,
the 2008 Loan Agreement, the Registration Rights Agreement or the August 2008
Loan Agreement; (iv) an Event of Default under the Security Agreement or the
Prior ISCO Notes; (v) a breach by the Company of its representations or
warranties in the August 2008 Loan Agreement or under the Guaranty; (vi) any
default under or acceleration prior to maturity of any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company or a subsidiary of
the Company or for money borrowed the repayment of which is guaranteed by the
Company or a subsidiary of the Company, whether such indebtedness or guarantee
now exists or shall be created hereafter, provided that the obligations with
respect to any such borrowed or accelerated amount exceeds, in the aggregate,
$500,000; (vii) any money judgment, writ or warrant of attachment, or similar
process in excess of $500,000 in the aggregate shall be entered or filed against
the Company or a subsidiary of the Company or any of their respective properties
or other assets and shall remain unpaid, unvacated, unbonded and unstayed for a
period of 45 days; (viii) if the Company or any subsidiary of the Company
pursuant to or within the meaning of any Bankruptcy Law:  (A)
commences a voluntary case; (B) has an involuntary case commenced against it,
and such case is not dismissed within 30 days of such commencement or consents
to the entry of an order for relief against it in an involuntary case; (C)
consents to the appointment of a Custodian of it for all or substantially all of
its property; (D) makes a general assignment for the benefit of its creditors;
or (E) admits in writing that it is generally unable to pay its debts as the
same become due; or (ix) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:  (1) is for relief against the
Company in an involuntary case; (2) appoints a Custodian of the Company or for
all or substantially all of its property; or (3) orders the liquidation of the
Company or any subsidiary, and the order or decree remains unstayed and in
effect for ninety (90) days.  The terms “Bankruptcy Law” means Title
11, U.S. Code, or any similar federal or state law for the relief of
debtors.  The term “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     

    (b) Remedies.  If
an Event of Default occurs and is continuing with respect to any of the Notes,
the Holder may declare all of the then outstanding Principal Amount of this Note
and all other Notes held by the Holder, including any interest due thereon, to
be due and payable immediately, except that in the case of an Event of Default
arising from events described in clauses (vii) and (viii) of Section 4(a)
hereof, this Note shall become due and payable without further action or
notice.  In the event of an acceleration, the amount due and owing to
the Holder shall be the greater of (1) 110% of the outstanding Principal Amount
of the Notes held by the Holder (plus all accrued and unpaid interest, if any)
and (2) the product of (A) the highest closing price for the five (5) Trading
Days immediately preceding the Holder’s acceleration and (B) the Conversion
Ratio.  In either case the Company shall pay interest on such amount
in cash at the Default Rate to the Holder if such amount is not paid within
seven days of Holder’s request.  The remedies under this Note shall be
cumulative.

     

    Section
5. August 2008 Loan Agreement;
Security Agreement; Guaranty.  This Note is being issued to the
Holder in connection with the August 2008 Loan Agreement and is entitled to the
benefits thereof.  In addition the Company’s obligations under this
Note are guaranteed by the Guaranty and this Note is entitled to the benefits
thereof.  The Company’s obligations under this Note are also secured,
pursuant to the terms of the Security Agreement by all the assets of the Company
and Clarity Communications Systems, Inc.

     

    Section
6. General.

     

    (a) Payment of
Expenses.  The Company agrees to pay all reasonable charges and
expenses, including reasonable attorneys' fees and expenses, which may be
incurred by the Holder in successfully enforcing this Note and/or collecting any
amount due under this Note.

     

    (b) Savings
Clause.  In case any provision of this Note is held by a court
of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby.  In no event shall the amount of
interest paid hereunder exceed the maximum rate of interest on the unpaid
principal balance hereof allowable by applicable law.  If any sum is
collected in excess of the applicable maximum rate, the excess collected shall
be applied to reduce the principal debt.  If the interest actually
collected hereunder is still in excess of the applicable maximum rate, the
interest rate shall be reduced so as not to exceed the maximum allowable under
law.

     

    (c) Amendment.  Neither
this Note nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the Company and holders of 75% of
the Principal Amount of all Notes.

     

    (d) Assignment,
Etc.  The Holder may assign or transfer this Note to any
transferee.  The Holder shall notify the Company of any such
assignment or transfer promptly.  This Note shall be binding upon the
Company and its successors and shall inure to the benefit of the Holder and its
successors and permitted assigns.

     

    (e) No
Waiver.  No failure on the part of the Holder to exercise, and
no delay in exercising any right, remedy or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Holder of any
right, remedy or power hereunder preclude any other or future exercise of any
other right, remedy or power.  Each and every right, remedy or power
hereby granted to the Holder or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by the Holder
from time to time.

     

    (f) Governing Law;
Jurisdiction.

     

    (i) Governing
Law.  THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAWS
PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF
ANY OTHER JURISDICTION.

     

    (ii) Jurisdiction.  The
Company irrevocably submits to the exclusive jurisdiction of any State or
Federal Court sitting in the State of New York, County of New York, over any
suit, action, or proceeding arising out of or relating to this
Note.  The Company irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of the
venue of any such suit, action, or proceeding brought in such a court and any
claim that suit, action, or proceeding has been brought in an inconvenient
forum.

     

    The
Company agrees that the service of process upon it mailed by certified or
registered mail, postage prepaid and return receipt requested (and service so
made shall be deemed complete three days after the same has been posted as
aforesaid) or by personal service shall be deemed in every respect effective
service of process upon it in any such suit or proceeding.  Nothing
herein shall affect Holder's right to serve process in any other manner
permitted by law.  The Company agrees that a final non-appealable
judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful
manner.

     

    (iii) NO JURY TRIAL.  THE
COMPANY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS NOTE.

     

    (g) Replacement
Notes.  This Note may be exchanged by Holder at any time and
from time to time for a Note or Notes with different denominations representing
an equal aggregate outstanding Principal Amount, as reasonably requested by
Holder, upon surrendering the same.  No service charge will be made
for such registration or exchange.  In the event that Holder notifies
the Company that this Note has been lost, stolen or destroyed, a replacement
Note identical in all respects to the original Note (except for registration
number and Principal Amount, if different than that shown on the original Note),
shall be issued to the Holder, provided that the Holder executes and delivers to
the Company an agreement reasonably satisfactory to the Company to indemnify the
Company from any loss incurred by it in connection with the Note.

     

     [Signature
Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed on August 18,
2008.

     

    


    


    ISCO INTERNATIONAL,
INC.

    


    


    By:                                                                              

    Name: Gary Berger

    Title:  Chief Financial Officer


    


    


    


    


    Attest:

    


    


    


    Sign:    

    Print
Name: Evi Sukandi 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF CONVERSION NOTICE

    


    (To be
Executed by the Holder

    in order
to Convert a Note)

    


    The
undersigned hereby elects to convert the aggregate outstanding Principal Amount
(as defined in the Note) indicated below of this Note into shares of Common
Stock, $0.001 par value per share (the “Common Stock”), of ISCO INTERNATIONAL,
INC. (the “Company”) according to the conditions hereof, as of the date written
below.  If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith.  No fee
will be charged to the holder for any conversion, except for such transfer
taxes, if any.  The undersigned represents as of the date hereof that,
after giving effect to the conversion of this Note pursuant to this Conversion
Notice, the undersigned will not exceed the “Restricted Ownership Percentage”
contained in Section 3(i) of this Note and will remain in compliance with
Section 3(i) of this Note.

    


    
      	
              Conversion
      information:

            	 	 


    

    Date to Effect
Conversion

    


    
      	
               
      

            	 


    

    
      	
               
      

            	
              Aggregate
      Principal Amount of Note Being
Converted

            


    

    


    
      	
               
      

            	 


    

    
      	
               
      

            	
              Aggregate
      Interest (plus any applicable late charges) Being
  Converted

            


    

    


    
      	
               
      

            	 


    

    
      	
               
      

            	
              Number
      of shares of Common Stock
to be Issued

            


    

    


    
      	
               
      

            	 


    

    Applicable Conversion
Price

    


    
      	
               
      

            	 


    

    Signature

    


    
      	
               
      

            	 


    

    Name

    


    
      	
               
      

            	 


    

    Address


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    (Grid
Schedule of Advances Made Under the August 2008 Loan Agreement)

     

    
      	
              Date

            	
              Principal
      Amount

              of Advance

            	
              Interest Rate

            	
              Maturity Date