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     The following terms shall apply to this Note:**ARTICLE I. CONVERSION RIGHTS**          **1.1****Conversion Right****.**               **(a) **The Holder shall have the right from time to time, and at any time on or prior to theearlier of (i) the Maturity Date and (ii) the date of payment of (y) the Default Amount (as definedin Article III) pursuant to Section 1.6(a) or Article III, or (z) any payments pursuant to Section1.7, each in respect of the remaining outstanding principal amount of this Note, to convert all orany part of the outstanding and unpaid principal amount of this Note and accrued interest intofully paid and non-assessable shares of Common Stock, as such Common Stock exists on the IssueDate, or any shares of capital stock or other securities of the Borrower into which such CommonStock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”)determined as provided herein (a “Conversion”); provided, however, that in no eventshall the Holder be entitled to convert any portion of this Note in excess of that portion of thisNote upon conversion of which the sum of: (1) the number of shares of Common Stock beneficiallyowned by the Holder and its affiliates (other than shares of Common Stock which may be deemedbeneficially owned through the ownership of the unconverted portion of the Notes or the unexercisedor unconverted portion of any other security of the Borrower subject to a limitation on conversionor exercise analogous to the limitations contained herein), and (2) the number of shares of CommonStock issuable upon the conversion of the portion of this Note with respect to which thedetermination of this proviso is being made, would result in beneficial ownership by the Holder andits affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of theproviso to the immediately preceding sentence, beneficial ownership shall be determined inaccordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of sharesof Common Stock to be issued upon each conversion of this Note shall be determined by dividing theConversion Amount (as defined below) by the applicable Conversion Price then in effect on the datespecified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice ofConversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below;provided that the Notice of Conversion is submitted by facsimile (or by other means resulting in,or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New Yorktime on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, withrespect to any conversion of this Note, the sum of: (1) the principal amount of this Note to beconverted in such conversion, plus (2) at the Borrower’s option, accrued and unpaidinterest, if any, on such principal amount at the interest rates provided in this Note to theConversion Date, provided, however, that the Company shall have the right to pay any or allinterest in cash, plus (3) at the Borrower’s option, Default Interest, if any, on theamounts referred to in the immediately preceding clauses (1) and/or (2). The term “DeterminationDate” means the last business day of each month after the Issue Date.          **1.2****Conversion Price****.**               **(a) ****Calculation of Conversion Price****.**The Conversion Price shall be the lesser of (i)the Variable Conversion Price (as defined herein) and (ii) the Fixed Conversion Price (as definedherein) (subject, in each case, to equitable adjustments for stock splits, stock dividends orrights offerings by the Borrower relating to the Borrower’s securities or the securities of anysubsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinarydistributions and similar events). The “Variable Conversion
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Price” shall mean the Applicable Percentage (as defined herein) multiplied by the Market Price(as defined herein). “Market Price” means the average of the lowest three (3) Trading Prices (asdefined below) for the Common Stock during the ten (10) Trading Day period ending one Trading Dayprior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile (the“Conversion Date”). “Trading Price” means, for any security as of any date, the closing bid on theOver-the-Counter Bulletin Board (the “OTCBB”) or, if not listed on the OTCBB, the closing bid ofsuch security on the principal securities exchange or trading market where such security is listedor traded or, if no closing bid of such security is available in any of the foregoing manners, theaverage of the closing bid of any market makers for such security that are listed in the “pinksheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for suchsecurity on such date in the manner provided above, the Trading Price shall be the fair marketvalue as mutually determined by the Borrower and the holders of a majority in interest of the Notesbeing converted for which the calculation of the Trading Price is required in order to determinethe Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock islisted for any period on the OTCBB, or on the principal securities exchange or other securitiesmarket on which the Common Stock is then being traded. “Applicable Percentage” shall mean 75%.“Fixed Conversion Price” shall mean $1.07 per share               **(b) ****Conversion Price During Major Announcements****.**Notwithstanding anything containedin Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement thatit intends to consolidate or merge with any other corporation (other than a merger in which theBorrower is the surviving or continuing corporation and its capital stock is unchanged) or sell ortransfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity(including the Borrower) publicly announces a tender offer to purchase 50% or more of theBorrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to inclause (i) or (ii) is hereinafter referred to as the “Announcement Date”), then the ConversionPrice shall, effective upon the Announcement Date and continuing through the Adjusted ConversionPrice Termination Date (as defined below), be equal to the lower of (x) the Conversion Price whichwould have been applicable for a Conversion occurring on the Announcement Date and (y) theConversion Price that would otherwise be in effect. From and after the Adjusted Conversion PriceTermination Date, the Conversion Price shall be determined as set forth in this Section 1.2(a).For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to anyproposed transaction or tender offer (or takeover scheme) for which a public announcement ascontemplated by this Section 1.2(b) has been made, the date upon which the Borrower (in the case ofclause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates orpublicly announces the termination or abandonment of the proposed transaction or tender offer (ortakeover scheme) which caused this Section 1.2(b) to become operative.          **1.3****Authorized Shares****.**The Borrower covenants that during the period the conversionright exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficientnumber of shares, free from preemptive rights, to provide for the issuance of Common Stock upon thefull conversion of this Note and the other Notes issued pursuant to the Purchase Agreement. TheBorrower is required at all times to have authorized and reserved two times the number of sharesthat is actually issuable upon full conversion of the Notes (based on the Conversion Price of theNotes on the last day of such month (the “Reserved Amount”). The Reserved Amount shall beincreased from time to time in accordance with the Borrower’s obligations pursuant to Section 4(h)of the Purchase Agreement. The Borrower represents that upon issuance, such shares will be dulyand validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue anysecurities or make any change to its capital structure which would change the number of shares ofCommon Stock into which the Notes shall be convertible at the then current Conversion Price, theBorrower shall at the same time make proper provision so that thereafter there shall be asufficient number of shares of Common
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Stock authorized and reserved, free from preemptive rights, for conversion of the outstandingNotes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent toissue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees thatits issuance of this Note shall constitute full authority to its officers and agents who arecharged with the duty of executing stock certificates to execute and issue the necessarycertificates for shares of Common Stock in accordance with the terms and conditions of this Note.          If, at any time a Holder of this Note submits a Notice of Conversion, and the Borrower doesnot have sufficient authorized but unissued shares of Common Stock available to effect suchconversion in accordance with the provisions of this Article I (a “Conversion Default”), subject toSection 4.8, the Borrower shall issue to the Holder all of the shares of Common Stock which arethen available to effect such conversion. The portion of this Note which the Holder included inits Conversion Notice and which exceeds the amount which is then convertible into available sharesof Common Stock (the “Excess Amount”) shall, notwithstanding anything to the contrary containedherein, not be convertible into Common Stock in accordance with the terms hereof until (and at theHolder’s option at any time after) the date additional shares of Common Stock are authorized by theBorrower to permit such conversion, at which time the Conversion Price in respect thereof shall bethe lesser of: (i) the Conversion Price on the Conversion Default Date (as defined below) and (ii)the Conversion Price on the Conversion Date thereafter elected by the Holder in respect thereof.In addition, the Borrower shall pay to the Holder payments (“Conversion Default Payments”) for aConversion Default in the amount of: (x) the sum of (1) the then outstanding principalamount of this Note plus (2) accrued and unpaid interest on the unpaid principal amount ofthis Note through the Authorization Date (as defined below) plus (3) Default Interest, ifany, on the amounts referred to in clauses (1) and/or (2), multiplied by (y) .24,multiplied by (z) (N/365), where N = the number of days from the day the holder submits aNotice of Conversion giving rise to a Conversion Default (the “Conversion Default Date”) to thedate (the “Authorization Date”) that the Borrower authorizes a sufficient number of shares ofCommon Stock to effect conversion of the full outstanding principal balance of this Note. TheBorrower shall use its best efforts to authorize a sufficient number of shares of Common Stock assoon as practicable following the earlier of: (i) such time that the Holder notifies the Borroweror that the Borrower otherwise becomes aware that there are or likely will be insufficientauthorized and unissued shares to allow full conversion thereof and (ii) a Conversion Default. TheBorrower shall send notice to the Holder of the authorization of additional shares of Common Stock,the Authorization Date and the amount of Holder’s accrued Conversion Default Payments. The accruedConversion Default Payments for each calendar month shall be paid in cash or shall be convertibleinto Common Stock (at such time as there are sufficient authorized shares of Common Stock) at theapplicable Conversion Price, at the Borrower’s option, as follows:               **(a) **In the event Holder elects to take such payment in cash, cash payment shall be made toHolder by the fifth (5th) day of the month following the month in which it has accrued;and               **(b) **In the event Holder elects to take such payment in Common Stock, the Holder may convertsuch payment amount into Common Stock at the Conversion Price (as in effect at the time ofconversion) at any time after the fifth day of the month following the month in which it hasaccrued in accordance with the terms of this Article I (so long as there is then a sufficientnumber of authorized shares of Common Stock).          The Holder’s election shall be made in writing to the Borrower at any time prior to 6:00 p.m.,New York, New York time, on the third day of the month following the month in which ConversionDefault
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payments have accrued. If no election is made, the Holder shall be deemed to have elected toreceive cash. Nothing herein shall limit the Holder’s right to pursue actual damages (to theextent in excess of the Conversion Default Payments) for the Borrower’s failure to maintain asufficient number of authorized shares of Common Stock, and each holder shall have the right topursue all remedies available at law or in equity (including degree of specific performance and/orinjunctive relief).          **1.4****Method of Conversion****.**               **(a) ****Mechanics of Conversion****.**Subject to Section 1.1, this Note may be converted bythe Holder in whole or in part at any time from time to time after the Issue Date, by: (A)submitting to the Borrower a Notice of Conversion (by facsimile or other reasonable means ofcommunication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and(B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.               **(b) ****Surrender of Note Upon Conversion****.**Notwithstanding anything to the contrary setforth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shallnot be required to physically surrender this Note to the Borrower unless the entire unpaidprincipal amount of this Note is so converted. The Holder and the Borrower shall maintain recordsshowing the principal amount so converted and the dates of such conversions or shall use such othermethod, reasonably satisfactory to the Holder and the Borrower, so as not to require physicalsurrender of this Note upon each such conversion. In the event of any dispute or discrepancy, suchrecords of the Borrower shall be controlling and determinative in the absence of manifest error.Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holdermay not transfer this Note unless the Holder first physically surrenders this Note to the Borrower,whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note oflike tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes)may request, representing in the aggregate the remaining unpaid principal amount of this Note. TheHolder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of theprovisions of this paragraph, following conversion of a portion of this Note, the unpaid andunconverted principal amount of this Note represented by this Note may be less than the amountstated on the face hereof.               **(c) ****Payment of Taxes****.**The Borrower shall not be required to pay any tax which may bepayable in respect of any transfer involved in the issue and delivery of shares of Common Stock orother securities or property on conversion of this Note in a name other than that of the Holder (orin street name), and the Borrower shall not be required to issue or deliver any such shares orother securities or property unless and until the person or persons (other than the Holder or thecustodian in whose street name such shares are to be held for the Holder’s account) requesting theissuance thereof shall have paid to the Borrower the amount of any such tax or shall haveestablished to the satisfaction of the Borrower that such tax has been paid.               **(d) ****Delivery of Common Stock Upon Conversion****.**Upon receipt by the Borrower from theHolder of a facsimile transmission (or other reasonable means of communication) of a Notice ofConversion meeting the requirements for conversion as provided in this Section 1.4, the Borrowershall issue and deliver or cause to be issued and delivered to or upon the order of the Holdercertificates for the Common Stock issuable upon such conversion within three (3) business daysafter such receipt (and, solely in the case of conversion of the entire unpaid principal amounthereof, surrender of this Note) (such third business day being hereinafter referred to as the“Deadline”) in accordance with the terms hereof and the Purchase Agreement (including, withoutlimitation, in accordance with the requirements of Section 2(g) of the Purchase Agreement
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that certificates for shares of Common Stock issued on or after the effective date of theRegistration Statement upon conversion of this Note shall not bear any restrictive legend).               **(e) ****Obligation of Borrower to Deliver Common Stock****.**Upon receipt by the Borrower of aNotice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stockissuable upon such conversion, the outstanding principal amount and the amount of accrued andunpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrowerdefaults on its obligations under this Article I, all rights with respect to the portion of thisNote being so converted shall forthwith terminate except the right to receive the Common Stock orother securities, cash or other assets, as herein provided, on such conversion. If the Holdershall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue anddeliver the certificates for Common Stock shall be absolute and unconditional, irrespective of theabsence of any action by the Holder to enforce the same, any waiver or consent with respect to anyprovision thereof, the recovery of any judgment against any person or any action to enforce thesame, any failure or delay in the enforcement of any other obligation of the Borrower to the holderof record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach oralleged breach by the Holder of any obligation to the Borrower, and irrespective of any othercircumstance which might otherwise limit such obligation of the Borrower to the Holder inconnection with such conversion. The Conversion Date specified in the Notice of Conversion shallbe the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00p.m., New York, New York time, on such date.               **(f) ****Delivery of Common Stock by Electronic Transfer****.**In lieu of delivering physicalcertificates representing the Common Stock issuable upon conversion, provided the Borrower’stransfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated SecuritiesTransfer (“FAST”) program, upon request of the Holder and its compliance with the provisionscontained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to causeits transfer agent to electronically transmit the Common Stock issuable upon conversion to theHolder by crediting the account of Holder’s Prime Broker with DTC through its Deposit WithdrawalAgent Commission (“DWAC”) system.               **(g) ****Failure to Deliver Common Stock Prior to Deadline****.**Without in any way limitingthe Holder’s right to pursue other remedies, including actual damages and/or equitable relief, theparties agree that if delivery of the Common Stock issuable upon conversion of this Note is morethan three (3) business days after the Deadline (other than a failure due to the circumstancesdescribed in Section 1.3 above, which failure shall be governed by such Section) the Borrower shallpay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower failsto deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of themonth following the month in which it has accrued or, at the option of the Holder (by writtennotice to the Borrower by the first day of the month following the month in which it has accrued),shall be added to the principal amount of this Note, in which event interest shall accrue thereonin accordance with the terms of this Note and such additional principal amount shall be convertibleinto Common Stock in accordance with the terms of this Note.          **1.5****Concerning the Shares****.**The shares of Common Stock issuable upon conversion ofthis Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effectiveregistration statement under the Act, or (ii) the Borrower or its transfer agent shall have beenfurnished with an opinion of counsel (which opinion shall be in form, substance and scope customaryfor opinions of counsel in comparable transactions) to the effect that the shares to be sold ortransferred may be sold or transferred pursuant to an exemption from such registration, or (iii)such shares are sold or transferred pursuant to Rule 144 under the Act
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(or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (asdefined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only inaccordance with this Section 1.5 and who is an Accredited Investor (as defined in the PurchaseAgreement). Except as otherwise provided in the Purchase Agreement (and subject to the removalprovisions set forth below), until such time as the shares of Common Stock issuable upon conversionof this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144without any restriction as to the number of securities as of a particular date that can then beimmediately sold, each certificate for shares of Common Stock issuable upon conversion of this Notethat has not been so included in an effective registration statement or that has not been soldpursuant to an effective registration statement or an exemption that permits removal of the legend,shall bear a legend substantially in the following form, as appropriate:“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED ORASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIESUNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOROPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIREDUNDER SAID ACT.”          The legend set forth above shall be removed and the Borrower shall issue to the Holder a newcertificate therefor free of any transfer legend if: (i) the Borrower or its transfer agent shallhave received an opinion of counsel, in form, substance and scope customary for opinions of counselin comparable transactions, to the effect that a public sale or transfer of such Common Stock maybe made without registration under the Act and the shares are so sold or transferred, (ii) suchHolder provides the Borrower or its transfer agent with reasonable assurances that the Common Stockissuable upon conversion of this Note (to the extent such securities are deemed to have beenacquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the CommonStock issuable upon conversion of this Note, such security is registered for sale by the Holderunder an effective registration statement filed under the Act or otherwise may be sold pursuant toRule 144 without any restriction as to the number of securities as of a particular date that canthen be immediately sold.          **1.6****Effect of Certain Events****.**               **(a) ****Effect of Merger, Consolidation, Etc****.**At the option of the Holder, the sale,conveyance or disposition of all or substantially all of the assets of the Borrower, theeffectuation by the Borrower of a transaction or series of related transactions in which more than50% of the voting power of the Borrower is disposed of, or the consolidation, merger or otherbusiness combination of the Borrower with or into any other Person (as defined below) or Personswhen the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (asdefined in Article III) pursuant to which the Borrower shall be required to pay to the Holder uponthe consummation of and as a condition to such transaction an amount equal to the Default Amount(as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shallmean any individual, corporation, limited liability company, partnership, association, trust orother entity or organization.               **(b) ****Adjustment Due to Merger, Consolidation, Etc****.**If, at any time when this Note isissued and outstanding and prior to conversion of all of the Notes, there shall be any merger,consolidation,
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exchange of shares, recapitalization, reorganization, or other similar event, as a result ofwhich shares of Common Stock of the Borrower shall be changed into the same or a different numberof shares of another class or classes of stock or securities of the Borrower or another entity, orin case of any sale or conveyance of all or substantially all of the assets of the Borrower otherthan in connection with a plan of complete liquidation of the Borrower, then the Holder of thisNote shall thereafter have the right to receive upon conversion of this Note, upon the basis andupon the terms and conditions specified herein and in lieu of the shares of Common Stockimmediately theretofore issuable upon conversion, such stock, securities or assets which the Holderwould have been entitled to receive in such transaction had this Note been converted in fullimmediately prior to such transaction (without regard to any limitations on conversion set forthherein), and in any such case appropriate provisions shall be made with respect to the rights andinterests of the Holder of this Note to the end that the provisions hereof (including, withoutlimitation, provisions for adjustment of the Conversion Price and of the number of shares issuableupon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable inrelation to any securities or assets thereafter deliverable upon the conversion hereof. TheBorrower shall not effect any transaction described in this Section 1.6(b) unless (a) it firstgives, to the extent practicable, thirty (30) days prior written notice (but in any event at leastfifteen (15) days prior written notice) of the record date of the special meeting of shareholdersto approve, or if there is no such record date, the consummation of, such merger, consolidation,exchange of shares, recapitalization, reorganization or other similar event or sale of assets(during which time the Holder shall be entitled to convert this Note) and (b) the resultingsuccessor or acquiring entity (if not the Borrower) assumes by written instrument the obligationsof this Section 1.6(b). The above provisions shall similarly apply to successive consolidations,mergers, sales, transfers or share exchanges.               **(c) ****Adjustment Due to Distribution****.**If the Borrower shall declare or make anydistribution of its assets (or rights to acquire its assets) to holders of Common Stock as adividend, stock repurchase, by way of return of capital or otherwise (including any dividend ordistribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) ofcapital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Noteshall be entitled, upon any conversion of this Note after the date of record for determiningshareholders entitled to such Distribution, to receive the amount of such assets which would havebeen payable to the Holder with respect to the shares of Common Stock issuable upon such conversionhad such Holder been the holder of such shares of Common Stock on the record date for thedetermination of shareholders entitled to such Distribution.               **(d) ****Adjustment Due to Dilutive Issuance****.**If, at any time when any Notes are issuedand outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof isdeemed to have issued or sold, any shares of Common Stock for no consideration or for aconsideration per share (before deduction of reasonable expenses or commissions or underwritingdiscounts or allowances in connection therewith) less than the Fixed Conversion Price in effect onthe date of such issuance (or deemed issuance) of such shares of Common Stock (a “DilutiveIssuance”), then immediately upon the Dilutive Issuance, the Fixed Conversion Price will be reducedto the amount of the consideration per share received by the Borrower in such Dilutive Issuance;provided that only one adjustment will be made for each Dilutive Issuance.               The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower inany manner issues or grants any warrants, rights or options (not including employee stock optionplans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock orother securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (suchwarrants, rights and options to purchase Common Stock or Convertible Securities are hereinafterreferred to as “Options”) and
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the price per share for which Common Stock is issuable upon the exercise of such Options isless than the Fixed Conversion Price then in effect, then the Fixed Conversion Price shall be equalto such price per share. For purposes of the preceding sentence, the “price per share for whichCommon Stock is issuable upon the exercise of such Options” is determined by dividing: (i) thetotal amount, if any, received or receivable by the Borrower as consideration for the issuance orgranting of all such Options, plus the minimum aggregate amount of additional consideration, ifany, payable to the Borrower upon the exercise of all such Options, plus, in the case ofConvertible Securities issuable upon the exercise of such Options, the minimum aggregate amount ofadditional consideration payable upon the conversion or exchange thereof at the time suchConvertible Securities first become convertible or exchangeable, by (ii) the maximum total numberof shares of Common Stock issuable upon the exercise of all such Options (assuming full conversionof Convertible Securities, if applicable). No further adjustment to the Conversion Price will bemade upon the actual issuance of such Common Stock upon the exercise of such Options or upon theconversion or exchange of Convertible Securities issuable upon exercise of such Options.               Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock ifthe Borrower in any manner issues or sells any Convertible Securities, whether or not immediatelyconvertible (other than where the same are issuable upon the exercise of Options), and the priceper share for which Common Stock is issuable upon such conversion or exchange is less than theFixed Conversion Price then in effect, then the Fixed Conversion Price shall be equal to such priceper share. For the purposes of the preceding sentence, the “price per share for which Common Stockis issuable upon such conversion or exchange” is determined by dividing: (i) the total amount, ifany, received or receivable by the Borrower as consideration for the issuance or sale of all suchConvertible Securities, plus the minimum aggregate amount of additional consideration, if any,payable to the Borrower upon the conversion or exchange thereof at the time such ConvertibleSecurities first become convertible or exchangeable, by (ii) the maximum total number of shares ofCommon Stock issuable upon the conversion or exchange of all such Convertible Securities. Nofurther adjustment to the Fixed Conversion Price will be made upon the actual issuance of suchCommon Stock upon conversion or exchange of such Convertible Securities.               **(e) ****Purchase Rights****.**If, at any time when any Notes are issued and outstanding, theBorrower issues any convertible securities or rights to purchase stock, warrants, securities orother property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock,then the Holder of this Note will be entitled to acquire, upon the terms applicable to suchPurchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holderhad held the number of shares of Common Stock acquirable upon complete conversion of this Note(without regard to any limitations on conversion contained herein) immediately before the date onwhich a record is taken for the grant, issuance or sale of such Purchase Rights or, if no suchrecord is taken, the date as of which the record holders of Common Stock are to be determined forthe grant, issue or sale of such Purchase Rights.               **(f) ****Notice of Adjustments****.**Upon the occurrence of each adjustment or readjustment ofthe Conversion Price as a result of the events described in this Section 1.6, the Borrower, at itsexpense, shall promptly compute such adjustment or readjustment and prepare and furnish to theHolder of a certificate setting forth such adjustment or readjustment and showing in detail thefacts upon which such adjustment or readjustment is based. The Borrower shall, upon the writtenrequest at any time of the Holder, furnish to such Holder a like certificate setting forth: (i)such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) thenumber of shares of Common Stock and the amount, if any, of other securities or property which atthe time would be received upon conversion of the Note.
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          **1.7****Trading Market Limitations****.**Unless permitted by the applicable rules andregulations of the principal securities market on which the Common Stock is then listed or traded,in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and theother Notes issued pursuant to the Purchase Agreement more than the maximum number of shares ofCommon Stock that the Borrower can issue pursuant to any rule of the principal United Statessecurities market on which the Common Stock is then traded (the “Maximum Share Amount”), whichshall be 19.99% of the total shares outstanding on the Closing Date (as defined in the PurchaseAgreement), subject to equitable adjustment from time to time for stock splits, stock dividends,combinations, capital reorganizations and similar events relating to the Common Stock occurringafter the date hereof. Once the Maximum Share Amount has been issued (the date of which ishereinafter referred to as the “Maximum Conversion Date”), if the Borrower fails to eliminate anyprohibitions under applicable law or the rules or regulations of any stock exchange, interdealerquotation system or other self-regulatory organization with jurisdiction over the Borrower or anyof its securities on the Borrower’s ability to issue shares of Common Stock in excess of theMaximum Share Amount (a “Trading Market Prepayment Event”), in lieu of any further right to convertthis Note, and in full satisfaction of the Borrower’s obligations under this Note, the Borrowershall pay to the Holder, within fifteen (15) business days of the Maximum Conversion Date (the“Trading Market Prepayment Date”), an amount equal to 120% times the sum of: (a)the then outstanding principal amount of this Note immediately following the Maximum ConversionDate, plus (b) accrued and unpaid interest on the unpaid principal amount of this Note tothe Trading Market Prepayment Date, plus (c) Default Interest, if any, on the amountsreferred to in clause (a) and/or (b) above, plus (d) any optional amounts that may be addedthereto at the Maximum Conversion Date by the Holder in accordance with the terms hereof (the thenoutstanding principal amount of this Note immediately following the Maximum Conversion Date,plus the amounts referred to in clauses (b), (c) and (d) above shall collectively bereferred to as the “Remaining Convertible Amount”). With respect to each Holder of Notes, theMaximum Share Amount shall refer to such Holder’s prorata share thereof determinedin accordance with Section 4.8 below. In the event that the sum of: (x) the aggregate number ofshares of Common Stock issued upon conversion of this Note and the other Notes issued pursuant tothe Purchase Agreement plus (y) the aggregate number of shares of Common Stock that remainissuable upon conversion of this Note and the other Notes issued pursuant to the PurchaseAgreement, represents at least one hundred percent (100%) of the Maximum Share Amount (the“Triggering Event”), the Borrower will use its best efforts to seek and obtain Shareholder Approval(or obtain such other relief as will allow conversions hereunder in excess of the Maximum ShareAmount) as soon as practicable following the Triggering Event and before the Maximum ConversionDate. As used herein, “Shareholder Approval” means approval by the shareholders of the Borrower toauthorize the issuance of the full number of shares of Common Stock which would be issuable uponfull conversion of the then outstanding Notes but for the Maximum Share Amount.          **1.8****Status as Shareholder****.**Upon submission of a Notice of Conversion by a Holder, (i)the shares covered thereby (other than the shares, if any, which cannot be issued because theirissuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum ShareAmount) shall be deemed converted into shares of Common Stock, and (ii) the Holder’s rights as aHolder of such converted portion of this Note shall cease and terminate, excepting only the rightto receive certificates for such shares of Common Stock and to any remedies provided herein orotherwise available at law or in equity to such Holder because of a failure by the Borrower tocomply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not receivedcertificates for all shares of Common Stock prior to the tenth (10th) business day after theexpiration of the Deadline with respect to a conversion of any portion of this Note for any reason,then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by sonotifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect tosuch unconverted portions of this Note
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and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or,if the Note has not been surrendered, adjust its records to reflect that such portion of this Notehas not been converted. In all cases, the Holder shall retain all of its rights and remedies(including, without limitation, (i) the right to receive Conversion Default Payments pursuant toSection 1.3 to the extent required thereby for such Conversion Default and any subsequentConversion Default and (ii) the right to have the Conversion Price with respect to subsequentconversions determined in accordance with Section 1.3) for the Borrower’s failure to convert thisNote.**ARTICLE II. CERTAIN COVENANTS**          **2.1****Distributions on Capital Stock****.**So long as the Borrower shall have any obligationunder this Note, the Borrower shall not without the Holder’s written consent: (a) pay, declare orset apart for such payment, any dividend or other distribution (whether in cash, property or othersecurities) on shares of capital stock other than dividends on shares of Common Stock solely in theform of additional shares of Common Stock, or (b) directly or indirectly or through any subsidiarymake any other payment or distribution in respect of its capital stock except for distributionspursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’sdisinterested directors.          **2.2****Restriction on Stock Repurchases****.**So long as the Borrower shall have anyobligation under this Note, the Borrower shall not without the Holder’s written consent redeem,repurchase or otherwise acquire (whether for cash or in exchange for property or other securitiesor otherwise) in any one transaction or series of related transactions any shares of capital stockof the Borrower or any warrants, rights or options to purchase or acquire any such shares.          **2.3****Borrowings****.**Except for debt financing from shareholders of Borrower (determinedas of the Issue Date) that is subordinated to this Note, so long as the Borrower shall have anyobligation under this Note, the Borrower shall not, without the Holder’s written consent, create,incur, assume or suffer to exist any liability for borrowed money, except (a) borrowings inexistence or committed on the date hereof and of which the Borrower has informed Holder in writingprior to the date hereof, (b) indebtedness to trade creditors or financial institutions incurred inthe ordinary course of business, or (c) borrowings, the proceeds of which shall be used to repaythis Note.          **2.4****Sale of Assets****.**So long as the Borrower shall have any obligation under thisNote, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwisedispose of any significant portion of its assets outside the ordinary course of business. Anyconsent to the disposition of any assets may be conditioned on a specified use of the proceeds ofdisposition. However, with the Holder’s prior written consent which shall not be unreasonablywithheld, Borrower can sell substantially all of its assets if (i) the Note is paid in accordancewith its terms in such transaction or (ii) the acquirer assumes the obligations hereunder and is apublicly traded corporation whose common stock is listed or traded on the OTCBB, Nasdaq, NasdaqSmall Cap, NYSE or AMEX.          **2.5****Advances and Loans****.**So long as the Borrower shall have any obligation under thisNote, the Borrower shall not, without the Holder’s written consent, lend money, give credit or makeadvances to any person, firm, joint venture or corporation, including, without limitation,officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, creditsor advances: (a) in existence or committed on
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the date hereof and which the Borrower has informed Holder in writing prior to the datehereof, (b) made in the ordinary course of business, or (c) not in excess of $50,000.          **2.6****Contingent Liabilities****.**So long as the Borrower shall have any obligation underthis Note, the Borrower shall not, without the Holder’s written consent, which shall not beunreasonably withheld, assume, guarantee, endorse, contingently agree to purchase or otherwisebecome liable upon the obligation of any person, firm, partnership, joint venture or corporation,except by the endorsement of negotiable instruments for deposit or collection and exceptassumptions, guarantees, endorsements and contingencies: (a) in existence or committed on the datehereof and which the Borrower has informed Holder in writing prior to the date hereof, and (b)similar transactions in the ordinary course of business.**ARTICLE III. EVENTS OF DEFAULT**          If any of the following events of default (each, an “Event of Default”) shall occur:          **3.1****Failure to Pay Principal or Interest****.**The Borrower fails to pay the principalhereof or interest thereon when due on this Note, whether at maturity, upon a Trading MarketPrepayment Event pursuant to Section 1.7, upon acceleration or otherwise;          **3.2****Conversion and the Shares****.**The Borrower fails to issue shares of Common Stock tothe Holder (or announces or threatens that it will not honor its obligation to do so) upon exerciseby the Holder of the conversion rights of the Holder in accordance with the terms of this Note (fora period of at least ninety (90) days, if such failure is solely as a result of the circumstancesgoverned by Section 1.3 and the Borrower is using its best efforts to authorize a sufficient numberof shares of Common Stock as soon as practicable), fails to transfer or cause its transfer agent totransfer (electronically or in certificated form) any certificate for shares of Common Stock issuedto the Holder upon conversion of or otherwise pursuant to this Note as and when required by thisNote, or fails to remove any restrictive legend (or to withdraw any stop transfer instructions inrespect thereof) on any certificate for any shares of Common Stock issued to the Holder uponconversion of or otherwise pursuant to this Note as and when required by this Note (or makes anyannouncement, statement or threat that it does not intend to honor the obligations described inthis paragraph) and any such failure shall continue uncured (or any announcement, statement orthreat not to honor its obligations shall not be rescinded in writing) for three (3) days after theBorrower shall have been notified thereof in writing by the Holder;          **3.3****Breach of Covenants****.**The Borrower breaches any material covenant or othermaterial term or condition contained in Sections 1.3, 1.6 or 1.7 of this Note, or Sections 4(c),4(e), 4(h), 4(i), 4(j) or 5 of the Purchase Agreement and such breach continues for a period of ten(10) days after written notice thereof to the Borrower from the Holder;          **3.4****Breach of Representations and Warranties****.**Any representation or warranty of theBorrower made herein or in any agreement, statement or certificate given in writing pursuant heretoor in connection herewith (including, without limitation, the Purchase Agreement), shall be falseor misleading in any material respect when made and the breach of which has (or with the passage oftime will have) a material adverse effect on the rights of the Holder with respect to this Note orthe Purchase Agreement;
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          **3.5****Receiver or Trustee****.**The Borrower or any subsidiary of the Borrower shall make anassignment for the benefit of creditors, or apply for or consent to the appointment of a receiveror trustee for it or for a substantial part of its property or business, or such a receiver ortrustee shall otherwise be appointed;          **3.6****Judgments****.**Any money judgment, writ or similar process shall be entered or filedagainst the Borrower or any subsidiary of the Borrower or any of its property or other assets formore than $250,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20)days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld;          **3.7****Bankruptcy****.**Bankruptcy, insolvency, reorganization or liquidation proceedings orother proceedings for relief under any bankruptcy law or any law for the relief of debtors shall beinstituted by or against the Borrower or any subsidiary of the Borrower;          **3.8****Delisting of Common Stock****.**The Borrower shall fail to maintain the listing of theCommon Stock on at least one of the OTCBB or an equivalent replacement exchange, the NasdaqNational Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American StockExchange; or          **3.9****Default Under Other Notes****.**An Event of Default has occurred and is continuingunder any of the other Notes issued pursuant to the Purchase Agreement, then, upon the occurrenceand during the continuation of any Event of Default specified in Section 3.1, 3.2, 3.3, 3.4, 3.6,3.8 or 3.9, at the option of the Holders of a majority of the aggregate principal amount of theoutstanding Notes issued pursuant to the Purchase Agreement exercisable through the delivery ofwritten notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence ofan Event of Default specified in Section 3.5 or 3.7, the Notes shall become immediately due andpayable and the Borrower shall pay to the Holder, in full satisfaction of its obligationshereunder, an amount equal to the greater of (i) 140% times the sum of (w) the thenoutstanding principal amount of this Note plus (x) accrued and unpaid interest on theunpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”)plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x)plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (thethen outstanding principal amount of this Note to the date of payment plus the amountsreferred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii)the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highestnumber of shares of Common Stock issuable upon conversion of or otherwise pursuant to such DefaultSum in accordance with Article I, treating the Trading Day immediately preceding the MandatoryPrepayment Date as the “Conversion Date” for purposes of determining the lowest applicableConversion Price, unless the Default Event arises as a result of a breach in respect of a specificConversion Date in which case such Conversion Date shall be the Conversion Date), multipliedby (b) the highest closing bid price for the Common Stock during the period beginning on thedate of first occurrence of the Event of Default and ending one day prior to the MandatoryPrepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediatelybecome due and payable, all without demand, presentment or notice, all of which hereby areexpressly waived, together with all costs, including, without limitation, legal fees and expenses,of collection, and the Holder shall be entitled to exercise all other rights and remedies availableat law or in equity. If the Borrower fails to pay the Default Amount within five (5) business daysof written notice that such amount is due and payable, then the Holder shall have the right at anytime, so long as the Borrower remains in default (and so long and to the extent that there aresufficient authorized shares), to require the Borrower, upon written notice, to immediately issue,in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to theDefault Amount divided by the Conversion Price then in effect.
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**ARTICLE IV. MISCELLANEOUS**          **4.1****Failure or Indulgence Not Waiver****.**No failure or delay on the part of the Holderin the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, norshall any single or partial exercise of any such power, right or privilege preclude other orfurther exercise thereof or of any other right, power or privileges. All rights and remediesexisting hereunder are cumulative to, and not exclusive of, any rights or remedies otherwiseavailable.          **4.2****Notices****.**Any notice herein required or permitted to be given shall be in writingand may be personally served or delivered by courier or sent by United States mail and shall bedeemed to have been given upon receipt if personally served (which shall include telephone linefacsimile transmission) or sent by courier or three (3) days after being deposited in the UnitedStates mail, certified, with postage pre-paid and properly addressed, if sent by mail. For thepurposes hereof, the address of the Holder shall be as shown on the records of the Borrower; andthe address of the Borrower shall be 2300 NW Corporate Boulevard, Suite 123, Boca Raton, Florida33431, facsimile number: 561-995-2449. Both the Holder and the Borrower may change the address forservice by service of written notice to the other as herein provided.          **4.3****Amendments****.**This Note and any provision hereof may only be amended by aninstrument in writing signed by the Borrower and the Holder. The term “Note” and all referencethereto, as used throughout this instrument, shall mean this instrument (and the other Notes issuedpursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented,then as so amended or supplemented.          **4.4****Assignability****.**This Note shall be binding upon the Borrower and its successorsand assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Eachtransferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged ascollateral in connection with a bonafide margin account or other lendingarrangement.          **4.5****Cost of Collection****.**If default is made in the payment of this Note, the Borrowershall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.          **4.6****Governing Law****.**THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMEDENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWERHEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND UNITED STATES FEDERAL COURTS LOCATEDIN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS NOTE, THE AGREEMENTS ENTEREDINTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIESIRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT ORPROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASSMAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUITOR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHERMANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUITOR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
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SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANYDISPUTE ARISING UNDER THIS NOTE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDINGATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.          **4.7****Certain Amounts****.**Whenever pursuant to this Note the Borrower is required to payan amount in excess of the outstanding principal amount (or the portion thereof required to be paidat that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrowerand the Holder agree that the actual damages to the Holder from the receipt of cash payment on thisNote may be difficult to determine and the amount to be so paid by the Borrower representsstipulated damages and not a penalty and is intended to compensate the Holder in part for loss ofthe opportunity to convert this Note and to earn a return from the sale of shares of Common Stockacquired upon conversion of this Note at a price in excess of the price paid for such sharespursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulateddamages is not plainly disproportionate to the possible loss to the Holder from the receipt of acash payment without the opportunity to convert this Note into shares of Common Stock.          **4.8****Allocations of Maximum Share Amount and Reserved Amount****.**The Maximum Share Amountand Reserved Amount shall be allocated pro rata among the Holders of Notes based on the principalamount of such Notes issued to each Holder. Each increase to the Maximum Share Amount and ReservedAmount shall be allocated pro rata among the Holders of Notes based on the principal amount of suchNotes held by each Holder at the time of the increase in the Maximum Share Amount or ReservedAmount. In the event a Holder shall sell or otherwise transfer any of such Holder’s Notes, eachtransferee shall be allocated a pro rata portion of such transferor’s Maximum Share Amount andReserved Amount. Any portion of the Maximum Share Amount or Reserved Amount which remainsallocated to any person or entity which does not hold any Notes shall be allocated to the remainingHolders of Notes, pro rata based on the principal amount of such Notes then held by such Holders.          **4.9****Damages Shares****.**The shares of Common Stock that may be issuable to the Holderpursuant to Sections 1.3 and 1.4(g) hereof (“Damages Shares”) shall be treated as Common Stockissuable upon conversion of this Note for all purposes hereof and shall be subject to all of thelimitations and afforded all of the rights of the other shares of Common Stock issuable hereunder.For purposes of calculating interest payable on the outstanding principal amount hereof, except asotherwise provided herein, amounts convertible into Damages Shares (“Damages Amounts”) shall notbear interest but must be converted prior to the conversion of any outstanding principal amounthereof, until the outstanding Damages Amounts is zero.          **4.10****Denominations****.**At the request of the Holder, upon surrender of this Note, theBorrower shall promptly issue new Notes in the aggregate outstanding principal amount hereof, inthe form hereof, in such denominations of at least $50,000 as the Holder shall request.          **4.11****Purchase Agreement****.**By its acceptance of this Note, each Holder agrees to bebound by the applicable terms of the Purchase Agreement.          **4.12****Notice of Corporate Events****.**Except as otherwise provided below, the Holder ofthis Note shall have no rights as a Holder of Common Stock unless and only to the extent that itconverts this Note into Common Stock. The Borrower shall provide the Holder with prior notificationof any meeting of the Borrower’s shareholders (and copies of proxy materials and other informationsent to shareholders). In the
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event of any taking by the Borrower of a record of its shareholders for the purpose ofdetermining shareholders who are entitled to receive payment of any dividend or other distribution,any right to subscribe for, purchase or otherwise acquire (including by way of merger,consolidation, reclassification or recapitalization) any share of any class or any other securitiesor property, or to receive any other right, or for the purpose of determining shareholders who areentitled to vote in connection with any proposed sale, lease or conveyance of all or substantiallyall of the assets of the Borrower or any proposed liquidation, dissolution or winding up of theBorrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to therecord date specified therein (or thirty (30) days prior to the consummation of the transaction orevent, whichever is earlier), of the date on which any such record is to be taken for the purposeof such dividend, distribution, right or other event, and a brief statement regarding the amountand character of such dividend, distribution, right or other event to the extent known at suchtime. The Borrower shall make a public announcement of any event requiring notification to theHolder hereunder substantially simultaneously with the notification to the Holder in accordancewith the terms of this Section 4.12.          **4.13****Remedies****.**The Borrower acknowledges that a breach by it of its obligationshereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of thetransaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law fora breach of its obligations under this Note will be inadequate and agrees, in the event of a breachor threatened breach by the Borrower of the provisions of this Note, that the Holder shall beentitled, in addition to all other available remedies at law or in equity, and in addition to thepenalties assessable herein, to an injunction or injunctions restraining, preventing or curing anybreach of this Note and to enforce specifically the terms and provisions thereof, without thenecessity of showing economic loss and without any bond or other security being required.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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