(ii) By Borrower. Upon the occurrence of a Change in Control of Borrower (as definedin Borrower’s 2009 Stock Incentive Plan), or if the average of the high and low trading prices ofBorrower’s common stock as quoted on the Over The Counter Bulletin Board (or any other applicabletrading exchange) is greater than 120% of the Price for any twenty consecutive trading days,Borrower shall have the right at any time thereafter in its sole discretion to convert all of theunpaid Principal Amount and accrued and unpaid interest thereon into Conversion Shares pursuant tothe Conversion Formula.(iii) In the event that Lender or Borrower, as applicable, elect to effect a conversionhereunder, Lender shall deliver to Borrower the original of this Note, and Borrower shall deliverto Lender a certificate representing the Conversion Shares into which this Note was converted.(iv) For purposes herein, “Price” means the average of the high and low trading prices ofBorrower’s common stock as quoted on the Over The Counter Bulletin Board (or any other applicabletrading exchange) for the twenty consecutive trading day period immediately preceding the date ofthis Note. Price is $0.37.2. Prepayment. This Note may be prepaid in whole or in part at any time withoutpenalty.3. Interest. This Note shall accrue interest at a rate equal to five percent (5%) perannum compounded monthly.4. Events of Default. The entire unpaid Principal Amount and all accrued and unpaidinterest shall become immediately due and payable upon (i) admission by the Borrower of itsinability to pay its debts generally as they become due or otherwise acknowledges its insolvency,(ii) the filing of a petition in bankruptcy by the Borrower, (iii) the execution by the Borrower ofa general assignment for the benefit of creditors, (iv) the filing against the Borrower of apetition in bankruptcy or a petition for relief under the provisions of the federal bankruptcy codeor another state or federal law for the relief of debtors and the continuation of such petitionwithout dismissal for a period of ninety (90) days or more, or (v) in the event that the PrincipalAmount and all accrued and unpaid interest thereon shall not have been paid in full on or beforethe Maturity Date.5. Collection. If action is instituted to collect this Note, the Borrower promises topay to the Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurredin connection with such action.6. Security. This Note and the obligations hereunder are secured by that certainSecurity Agreement (the “Security Agreement”) of even date herewith in the form attached hereto asExhibit A, between Lender and Borrower, which encumbers Borrower’s real and personalproperty as more particularly described therein.7. Waivers. No delay on the part of the Lender in exercising any right or remedyhereunder shall operate as a waiver of such right or remedy. No single or partial exercise of aright or remedy shall preclude other or further exercise of that or any other right or remedy. Thefailure of the Lender to insist upon the strict performance of any term of this Note, or toexercise any right or remedy hereunder, shall not be construed as a waiver or relinquishment by theLender for the future of that term, right or remedy. No waiver of any right of the Lender hereundershall be effective unless in writing executed by the Lender.
 
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8. Severability. The unenforceability or invalidity of any provision or provisions ofthis Note as to any persons or circumstances shall not render that provision or those provisionsunenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, inall other respects, shall remain valid and enforceable.9. Warrant. The Borrower shall, simultaneous with the execution of this Note, executeand deliver to Lender a common stock purchase warrant in the form attached hereto as ExhibitB (the “Warrant”) for 108,000 shares (the “Warrant Shares”).10. Registration. If at any time Borrower proposes to register shares of its commonstock under the Securities Act, in connection with the public offering of such shares for cash (a“Proposed Registration”) other than a registration statement on Form S-8 or Form S-4 or anysuccessor or other forms promulgated for similar purposes, Borrower shall, at such time, promptlygive Lender written notice of such Proposed Registration. Lender shall have ten (10) days from itsreceipt of such notice to deliver to Borrower a written request specifying the amount ofRegistrable Securities that Lender intends to sell and Lenders’ intended method of distribution.Upon receipt of such request, Borrower shall use its commercially reasonable efforts to cause allRegistrable Securities which Borower has been requested to register to be registered under theSecurities Act to the extent necessary to permit their sale or other disposition in accordance withthe intended methods of distribution specified in the request of Lender; provided,however, that the Company shall have the right to postpone or withdraw any registrationeffected pursuant to this Section 10 without obligation to Lender. If, in connection with anyunderwritten public offering for the account of Borrower or for stockholders of Borrower that havecontractual rights to require Borrower to register shares of common stock, the managingunderwriter(s) thereof shall impose a limitation on the number of shares of common stock which maybe included in a registration statement because, in the judgment of such underwriter(s), marketingor other factors dictate such limitation is necessary to facilitate such offering, then Borrowershall be obligated to include in the registration statement only such limited portion of theRegistrable Securities with respect to which Lender has requested inclusion hereunder as suchunderwriter(s) shall permit. For purposes herein, “Registrable Securities” means the ConversionShares and the Warrant Shares and any other shares of common stock issuable pursuant to theexercise of the Warrants (without regard to any limitation on such exercise), and any shares ofcapital stock issued or issuable from time to time (with any adjustments) in replacement of, inexchange for or otherwise in respect of the Conversion Shares or the Warrant Shares;provided, however, that “Registrable Securities” shall not include any such sharesthat have been sold pursuant to Rule 144 of the Securities Act.11. Amendment. This Note and the Warrant shall not be amended without the expresswritten consent of Borrower and Lender.12. No Impairment. The Borrower will not, by amendment of its Certificate ofIncorporation or through any reorganization, transfer of capital stock or assets, consolidation,merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek toavoid the observance or performance of any of the terms set forth herein or in the Warrant, butwill at all times in good faith assist in the carrying out of all such terms and in the taking ofall such action as may be necessary or appropriate in order to protect the rights of Lenderhereunder.
 
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13. Interest Savings Clause. If any interest payment (or other payment which is deemedby law to be interest) due hereunder is determined to be in excess of the then legal maximum rate,then that portion of each interest payment representing an amount in excess of the then legalmaximum rate shall instead be deemed a payment of principal and applied against the principal ofthe obligations evidenced by this Note.14. Assignment. This Note is assignable and transferable by Lender with the Borrower’swritten consent, which consent shall not to be unreasonably withheld.15. Notices. All notices, demands and requests of any kind to be delivered to anyparty in connection with this Agreement shall be in writing and shall be deemed to have been dulygiven if personally delivered, sent by facsimile or if sent by nationally-recognized overnightcourier or by registered or certified mail, return receipt requested and postage prepaid, to theaddress set forth herein or to such other address as the party to whom notice is to be given mayhave furnished to the other parties hereto in writing in accordance with the provisions of thisSection 15. Any such notice or communication shall be deemed to have been received (i) in the caseof personal delivery, on the date of such delivery, (ii) in the case of facsimile, when receipt isconfirmed, (iii) in the case of nationally-recognized overnight courier, on the next business dayafter the date when sent and (iv) in the case of mailing, on the third business day following thaton which the piece of mail containing such communication is posted.16. Legal Matters. The validity, construction, enforcement, and interpretation of thisNote are governed by the laws of the State of Florida and the federal laws of the United States ofAmerica, excluding the laws of those jurisdictions pertaining to resolution of conflicts with lawsof other jurisdictions. The parties hereby expressly waive presentment, demand for payment,dishonor, notice of dishonor, protest, notice of protest, and any other formality. The Borrower andthe Lender (a) consent to the personal jurisdiction of the state and federal courts havingjurisdiction in Palm Beach County, Florida, (b) stipulate that the proper, exclusive, andconvenient venue for any legal proceeding arising out of this Agreement is Palm Beach County,Florida, for state court proceedings, and the Southern District of Florida, for federal districtcourt proceedings, and (c) waive any defense, whether asserted by a motion or pleading, that PalmBeach County, Florida, or the Southern District of Florida, is an improper or inconvenient venue.17. Further Assurances. From time to time, the Lender, at the Borrower’s reasonablerequest, shall execute and deliver such other instruments and do and perform such other acts andthings in connection with the exercise of this Note.[Remainder of page intentionally left blank]
 
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IN WITNESS WHEREOF, this Note has been executed by the Borrower and delivered to the Lender asof the date first above written.      **BORROWER:**