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                                                                     Exhibit 4.2

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS
(COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
LAWS, OR (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE LAWS.

                             DATE: FEBRUARY 17,1999

NOTE # A-01                                                      U.S.$750,000.O0

                        TOUPS TECHNOLOGY LICENSING, INC.

      SERIES 1999-A EIGHT PERCENT (8%) CONVERTIBLE NOTE DUE JANUARY 1,2002

      THIS NOTE is one of a duly authorized issue of Notes (a "Note" or the
"Notes") of Toups Technology Licensing, Inc., a corporation duly organized and
validly existing under the laws of the State of Florida, U.S.A. (the "Company")
designated as its Series 1999-A Eight Percent (8%) Convertible Notes Due January
1, 2002, in an aggregate principal face value for all Notes of this Series
1999-A of One Million Five Hundred Thousand and no/100 United States Dollars
(US$1,500,000.00).

      FOR VALUE RECEIVED, the Company promises to pay to THE AUGUSTINE FUND,
L.P., the registered holder hereof and its successors and assigns (the
"Holder"), the principal sum of Seven Hundred Fifty Thousan and no/l00 United
States Dollars ($750,000.00) on January 1, 2002 (the "Maturity Date"), and to
pay interest on the principal sum outstanding, at the rate of eight percent (8%)
per annum due and payable in quarterly installments in arrears, on March 31,
June 30, September 30, and December 31 of each year during the term of this
Note, with the first such payment to be made on June 30, 1999. Accrual of
interest on the outstanding principal amount, payable in cash or common stock of
the Company at the Company's option, shall commence on the date hereof and shall
continue until payment in full of the outstanding principal amount has been made
or duly provided for. The interest so payable will be paid to the person in
whose name this Note (or one or more predecessor Notes) is registered on the
records of the Company regarding registration and transfers of the Note (the
"Note Register"); provided, however, that the Company's

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obligation to a transferee of this Note arises only if such transfer, sale or
other disposition is made in accordance with the terms and conditions of that
Securities Purchase Agreement of even date herewith between the Company and The
Augustine Fund, L.P. (the "Securities Purchase Agreement").

      The principal of, and interest on, this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address last appearing on
the Note Register of the Company as designated in writing by the Holder hereof
from time to time. The Company will pay the outstanding principal of and any and
all accrued and unpaid interest due upon this Note on the Maturity Date, less
any amounts required by law to be deducted or withheld, to the record Holder of
this Note as of the fifth business day (as defined in the Securities Purchase
Agreement) prior to the Maturity Date and addressed to such Holder at the last
address appearing on the Note Register. The forwarding of such funds shall
constitute a payment of outstanding principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on this Note to
the extent of the sum represented by such payment plus any amounts so deducted
or withheld. Except as herein provided, this Note may not be prepaid without the
prior written consent of the Holder.

      This Note is subject to the following additional provisions:

      1. Note Exchangeable. The Note is exchangeable commencing thirty (30) days
from the date hereof for an equal aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder surrendering the
same, but not of denominations of less than Fifty Thousand United States Dollars
(US$50,000.00) without the Company's written consent. No service charge will be
made for such registration or transfer or exchange.

      2. Withholding. The Company shall be entitled to withhold from all
payments of principal or interest pursuant to this Note any amounts required to
be withheld under the applicable provisions of the United States income tax or
other applicable laws at the time of such payments.

      3. Transfer/Exchange of Note; Registered Holder; Opinion of Counsel;
Legend. This Note has been issued subject to investment representations of the
original purchaser hereof and may be transferred or exchanged only in compliance
with the Securities Act of 1933, as amended (the "1933 Act") and applicable
state securities laws. Prior to due presentment for transfer of this Note, the
Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the Company's Note Register as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not his Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary.

      The Holder understands and acknowledges by its acceptance hereof that (i)
except as provided in the Securities Purchase Agreement and in that Registration
Rights Agreement attached as Exhibit C to the Securities Purchase Agreement (the
"Registration Rights Agreement"), both


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such documents incorporated herein by reference, this Note and the shares of
common stock in the Company issuable upon conversion thereof as herein provided
("Conversion Shares") have not been and are not being registered under the 1933
Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (a) subsequently registered thereunder, or (b)
the Holder shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, substance and scope to the Company, to the effect that the
securities to be sold, assigned or transferred may be sold, assigned or
transferred pursuant to an exemption from such registration; (ii) any sale of
such securities made in reliance on Rule 144 promulgated under the 1933 Act may
be made only in accordance with the terms of said Rule and further, if said Rule
is not applicable, any resale of such securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance
with some other regulation and/or exemption under the 1933 Act or the rules and
regulations of the United States Securities and Exchange Commission (the "SEC")
thereunder; and (iii) neither the Company nor any other person is under any
obligation to register such securities under the 1933 Act or any state
securities laws (other than pursuant to the terms of the Securities Purchase
Agreement and the Registration Rights Agreement) or to comply with the terms and
conditions of any exemption thereunder.

      Any Conversion Shares issued upon conversion of this Note, and if
applicable, any common stock of the Company issued in payment of interest as
herein provided, shall, if and only to the extent required by law, bear legends
in similar form to the legends set forth on the first page of this Note.

      4. Conversion of Note into Common Stock; Redemption by the Company.

      (a) The Holder of this Note is entitled, at its option, at any time
commencing the earlier of (i) the date on which the Registration Statement (as
defined in the Securities Purchase Agreement) is declared effective by the SEC;
or (ii) the date which is ninety (90) days after the date first written at the
top of this Note, to convert all or a portion of the original principal face
amount of this Note into shares of common stock in the Company, $.001 par value
per share (defined hereinafter as the "Common Stock"), at a conversion price
(the "Conversion Price") for each share of Common Stock equal to the lesser of
(x) one hundred percent (100%) of the lowest of the closing bid prices for the
Common Stock for the five (5) trading days immediately preceding the Closing
Date (defined as the date of this Note); or (y) eighty percent (80%) of the
lowest of the closing bid prices for the Common Stock for the five (5) trading
days immediately preceding the Conversion Date (as hereinafter defined), as
reported on the National Association of Securities Dealers QTC Bulletin Board
Market (or on such other national securities exchange or market as the Common
Stock may trade at such time). Such conversion shall be achieved by submitting
to the Company the fully completed form of conversion notice attached hereto as
Exhibit I (a "Notice of Conversion"), executed by the Holder of this Note
evidencing such Holder's intention to convert this Note or the specified portion
(as herein provided) hereof. A Notice of Conversion may be submitted via
facsimile to the Company at the telecopier number for the Company provided in
the Securities Purchase Agreement (or at such other number as requested in
advance of such


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conversion in writing by the Company), and if so submitted the original Notice
of Conversion shall be delivered to the Company within two (2) business days.
The Company and the Holder shall each keep records with respect to the portion
of this Note then being converted and all portions previously converted; upon
receipt by the Holder of the requisite Conversion Shares, the outstanding
principal amount of the Note shall be reduced by the amount specified in the
Notice of Conversion resulting in such Conversion Shares. The Company may from
time to time, but is not required to, instruct the Holder and the Holder shall
surrender this Note along with the Notice of Conversion for the purposes of
making a notation thereon as to the amount of principal being converted, or of
canceling this Note and issuing a new Note in the same form with the principal
amount of such Note reduced by the amount converted. Such new or notated Note
shall be delivered to the Holder within three (3) business days after such
Holder's surrender to the Company. No fractional shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares
issuable shall be rounded to the nearest whole share. Accrued interest on the
converted portion of the Note shall be payable upon conversion thereof, in cash
or Common Stock at the Conversion Price, at the Company's option. The date on
which a notice of conversion is given (the "Conversion Date") shall be deemed to
be either the date on which the Company receives from the Holder an original
Notice of Conversion duly executed, or, if earlier, the date set forth in such
Notice of Conversion if the original Notice of Conversion is received by the
Company within two (2) business days thereafter.

      In all cases, the Company shall deliver the Conversion Shares to the
Holder within five (5) business days after the Conversion Date with respect to
such Conversion Shares being delivered, and at the address specified in the
Notice of Conversion. The Company acknowledges that the Securities Purchase
Agreement requires that the Company pay liquidated damages for late or
non-delivery of Conversion Shares.

      Subject to the provisions of Paragraph 4(b) hereof, at the Maturity Date,
the remaining portion of this Note which remains unconverted, if any, plus
accrued interest shall be automatically converted into shares of Common Stock as
of the Maturity Date, as if the Holder had converted the remaining portion of
this Note according to the provisions of this Section 4, with the Conversion
Date being equivalent in such event to the Maturity Date, as if the Holder had
provided the Company with a Notice of Conversion with respect to the outstanding
principal amount of this Note on the Maturity Date. Other than a conversion made
on the Maturity Date in accordance with this paragraph, conversions of this Note
must be effected in increments of at least Ten Thousand U.S. Dollars ($10,000)
of principal amount of this Note (or such lesser outstanding principal amount of
this Note).

      (b) Notwithstanding anything herein to the contrary, the Company shall
have the right (but not the obligation) to redeem all or any portion of this
Note, provided the Company is not then in violation of any of its obligations
under this Note or under the Securities Purchase Agreement or any addenda
thereto, under the following conditions. At any time prior to delivery of any
Notice of Conversion (in this Section 4(b), a "Notice") to the Company by the
Holder in accordance with the terms of this Note, the Company may give to the
Holder notice (a "Redemption Notice") that it


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<PAGE>   5

intends to pay the Holder the Cash Redemption Amount (as hereinafter defined)
with respect to all or such portion of the Note referred to in the Redemption
Notice. The "Cash Redemption Amount" shall be equal to one hundred twenty-five
percent (125%) of the face amount of the portion of the Note to be redeemed
pursuant to the Redemption Notice, and shall be paid to the Holder according to
the Holder's written instructions to the Company within three (3) business days
after delivery of the Redemption Notice with respect to such Note or portion
thereof to be redeemed. If the Company does not redeem within the time limits
herein specified and according to the terms of this Section 4(b), then unless
waived by the Holder, the Redemption Notice shall be null and void, and the
Holder may convert all or such portion of this Note as the Holder in its
discretion determines.

      5. Obligations of the Company Herein are Unconditional. No provision of
this Note shall alter or impair the obligation of the Company, which obligation
is absolute and unconditional, to repay the principal amount of this Note at the
time place, rate, and in the coin currency, hereinabove stated. This Note and
all other Notes now or hereafter issued in replacement of this Note on the same
or similar terms are direct obligations of the Company. This Note ranks at least
equally with all other Notes now or hereafter issued under the terms set forth
herein. The Conversion Price and number of shares of Common Stock issuable upon
conversion shall be subject to adjustment from time to time as provided in
Section 6 below.

      6. Adjustments.

      (a) In the event the Company should at any time or from time to time,
alter the date of this Note, fix a record date for the effectuation of a split
or subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock (equal to at least ten percent
(10%) or more of the Company's then issued and outstanding shares of Common
Stock) or other securities or rights convertible into, or entitling the holder
thereof to receive directly or indirectly additional shares of Common Stock
(hereinafter referred to as "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock or the
Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such dividend, distribution, split or subdivision if no record date
is fixed), the Conversion Price shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of this Note shall be
increased in proportion to such increase in the aggregate number of shares of
Common Stock outstanding and those issuable with respect to such Common Stock
Equivalents.

      (b) If the number of shares of Common Stock outstanding at any time alter
the date of this Note is decreased by a combination of the outstanding shares of
Common Stock, then, following the record date of such combination, the
Conversion Price shall be appropriately Increased so that the number of shares
of Common Stock issuable upon conversion of this Note shall be decreased in
proportion to such decrease in outstanding shares.


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<PAGE>   6

      (c) In the event the Company, at any time while all or any portion of this
Note is outstanding, shall be consolidated with or merged into any other
corporation or corporations or shall sell or lease all or substantially all of
its property and business as an entirety, then lawful provisions shall be made
as part of the terms of such consolidation, merger, sale or lease so that the
holder of this Note may thereafter receive in lieu of such Common Stock
otherwise issuable to such holder upon conversion of this Note, but at the
conversion rate which would otherwise be in effect at the time of conversion, as
hereinbefore provided, the same kind and amount of securities or assets as may
be issuable, distributable or payable upon such consolidation, merger, sale or
lease with respect to Common Stock of the Company.

      7. Reservation of Shares. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of this Note, such number of its shares
of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the outstanding principal amount, and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of this Note, in addition to such other remedies as
shall be available to Holder, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase the number of
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes, including without limitation, using its best
efforts to obtain the requisite stockholder approval necessary to increase the
number of authorized shares of the Company's Common Stock.

      8. Note Holder Not Deemed a Stockholder. No Holder, as such, of this Note
shall be entitled (prior to conversion of this Note into Common Stock, and only
then to the extent of such conversion) to vote or receive dividends or be deemed
the holder of shares of the Company for any purpose, nor shall anything
contained in this Note be construed to confer upon the Holder hereof, as such,
any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of
stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the holder of this Note of the
Conversion Shares which he or she is then entitled to receive upon the due
conversion of all or a portion of this Note. Notwithstanding the foregoing, the
Company will provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

      9. No Limitation on Corporate Action. No provisions of this Note and no
right or option granted or conferred hereunder shall in any way limit, affect or
abridge the exercise by the Company of any of its corporate rights or powers to
recapitalize, amend its Certificate of Incorporation, reorganize, consolidate or
merge with or into another corporation, or to transfer all or any part of its
property or assets, or the exercise of any other of its corporate rights and
powers.

      10. Representations of Holder. Upon conversion of all or a portion of this
Note, the Holder shall confirm in writing, in a form reasonably satisfactory to
the Company, that the


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Conversion Shares so purchased are being acquired solely for the Holder's own
account and not as a nominee for any other party, and that such Holder is an
Accredited Investor (as defined in Rule 501(a) of Regulation D promulgated under
the 1933 Act). The Company acknowledges that Holder's duly executed
certification on the Notice of Conversion is satisfactory confirmation of the
facts set forth in the immediately preceding sentence. If such Holder cannot
make such representations because they would be factually incorrect, it shall be
a condition to such Holder's conversion of all or a portion of the Note that the
Company receive such other representations as the Company considers reasonably
necessary to assure the Company that the issuance of its securities upon
conversion of the Note shall not violate any United States or state securities
laws.

      11. Waiver of Demand, Presentment, Etc. The Company hereby expressly
waives demand and presentment for payment, notice of nonpayment, protest, notice
of protest, notice of dishonor, notice of acceleration or intent to accelerate,
bringing of suit and diligence in taking any action to collect amounts called
for hereunder and shall be directly and primarily liable for the payment of all
sums owing and to be owing hereunder, regardless of and without any notice,
diligence, act or omission as or with respect to the collection of any amount
called for hereunder.

      12. Attorney's Fees. The Company agrees to pay all costs and expenses,
including without limitation reasonable attorney's fees, which may be incurred
by the Holder in collecting any amount due under this Note or in enforcing any
of Holder's conversion rights as described herein.

      13. Default. If one or more of the following described "Events of Default"
shall occur:

      (a) The Company shall continue in default in the payment of principal or
interest on this Note for a period of ten (10) days after a notice of default is
received by the Company with respect to any such payment; or

      (b) Any of the representations or warranties made by the Company herein,
in the Securities Purchase Agreement, the Registration Rights Agreement, or in
any certificate or financial or other written statement heretofore or hereafter
furnished by or on behalf of the Company in connection with the execution and
delivery of this Note or the Securities Purchase Agreement or the Registration
Rights Agreement shall be false or misleading in any material respect at the
time made and the Holder shall have provided seven (7) days prior written notice
to the Company of the alleged misrepresentation or breach of warranty and the
same shall continue uncured for a period of seven (7) days after such written
notice from the Holder; or

      (c) The Company shall fail to perform or observe, in any material respect,
any other covenant, term, provision, condition, agreement or obligation of the
Company under this Note or the Securities Purchase Agreement and such failure
shall continue uncured for a period of seven (7) days after written notice from
the Holder of such failure; or


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      (d) The Company shall either: (i) become insolvent; (ii) admit in writing
its inability to pay its debts generally or as they become due; (iii) make an
assignment for the benefit of creditors or commence proceedings for its
dissolution; or (iv) apply for, or consent to the appointment of, a trustee,
liquidator, or receiver for its or for a substantial part of its property or
business; or

      (e) A trustee, liquidator or receiver shall be appointed for the Company
or for a substantial part of its property or business without the Company's
consent and such appointment is not discharged within sixty (60) days after such
appointment; or

      (f) Any governmental agency or any court of competent jurisdiction at the
instance of any governmental agency shall assume custody or control of the whole
or any substantial portion of the properties or assets of the Company and shall
not be dismissed within sixty (60) days thereafter; or

      (g) Any money judgment, writ or Note of attachment, or similar process in
excess of Two Hundred Thousand United States Dollars (US$200,000.00) in the
aggregate shall be entered or filed against the Company or any of its properties
or assets and shall remain unpaid, unvacated, unbonded or unstayed for a period
of fifteen (15) days or in any event later than five (5) days prior to the date
of any proposed sale thereunder; or

      (h) Bankruptcy, reorganization, insolvency or liquidation proceedings or
other proceedings for relief under any bankruptcy law or any law for the relief
of debtors shall be instituted by or against the Company and, if instituted
against the Company, shall not be dismissed within sixty days after such
institution or the Company shall by any action or answer approve of, consent to,
or acquiesce in any such proceedings or admit the material allegations of, or
default in answering a petition filed in, any such proceeding; or

      (i) The Company shall have its Common Stock delisted from the OTC Bulletin
Board Market or suspended from trading thereon, and shall not have its Common
Stock relisted on the same or another national securities exchange, or have such
suspension lifted, as the case may be, within ten (10) business days; or

      (j) The Company shall have received a notice of default on the payment of
any debt(s) aggregating in excess of Two Hundred Thousand United States Dollars
(US$200,000.00) beyond any applicable grace period;

then, or at any time thereafter, and in any and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
in one instance shall not be deemed to be a waiver in another instance or for
any other prior or subsequent Event of Default) at the option of the Holder and
in the Holder's sole discretion, the Holder may immediately accelerate the
maturity hereof; whereupon all principal and interest hereunder shall be
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly


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waived by the Company, anything herein or in any Note or other instrument
contained to the contrary notwithstanding, and the Holder may immediately, and
upon the expiration of any period of grace, enforce any and all of the Holder's
rights and remedies provided herein or any other rights or remedies afforded by
law or equity.

      14. Note a General Unsecured Obligation of the Company. This Note
represents a general unsecured obligation of the Company. No recourse shall be
had for the payment of the principal of, or the interest on, this Note, or for
any claim based thereon, or otherwise in respect hereof, against any
incorporator, shareholder, officer, director, or agent of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

      15. Enforceability. 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.

      16. Entire Agreement. This Note and Exhibit I attached hereto, the
Securities Purchase Agreement and the Exhibits attached thereto and the
Registration Rights Agreement and the Exhibits attached thereto (if any)
constitute the full and entire understanding between the Company and the Holder
with respect to the subject matter hereof and thereof. 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 the Holder.

      17. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the state of Delaware without giving effect to
applicable principles of conflict of law.

      18. Headings in this Note are for convenience only, and shall not be used
m the construction of this Note.

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized, all as of the date first
hereinabove written

                                        TOUPS TECHNOLOGY LICENSING, INC.


                                        By:/s/ Mark Clancy
                                           -------------------------------------
                                           Mr. Mark Clancy, Executive Vice
                                                       President


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<PAGE>   10

                                    EXHIBIT I

                              NOTICE OF CONVERSION

     (To Be Executed by the Registered Holder in Order to Convert the Note)

      The Undersigned hereby irrevocably elects to convert $_______________ of
the Series 1999-A Eight Percent (8%) Convertible Note Due January 1, 2002, No.
___, into shares of Common Stock of Toups Technology Licensing, Inc. (the
"Company"), according to the terms and conditions set forth in such Note, as of
the date written below. If securities are to be issued to a person other than
the Undersigned, the Undersigned agrees to pay all applicable transfer taxes
with respect thereto.

      The Undersigned represents that it, as of this date, is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D promulgated by
the SEC under the 1933 Act.

      The Undersigned also represents that the Conversion Shares are being
acquired for the Holder's own account and not as a nominee for any other party.
The Undersigned represents and warrants that all offers and sales by the
Undersigned of the Conversion Shares shall be made pursuant to registration of
the same under the 1933 Act, or pursuant to an exemption from registration under
the 1933 Act. The Undersigned acknowledges that the Conversion Shares shall if
(and only if) required by law contain the legend contained on page 1 of the
Note.

Conversion Date:* ________________

Applicable Conversion Price: _____________

Holder (Print True Legal Name):____________________________

______________________________________________________
(Signature of Duly Authorized Representative of Holder)

Address of Holder: _______________________________________
                   _______________________________________
                   _______________________________________

*This original Notice of Conversion must be received by the Company by the
second business day following the Conversion Date.


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