Exhibit
4.2

    


    EXECUTION
COPY

    


    THIS
NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION
OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY
THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD,
TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

    


    JUMA
TECHNOLOGY CORP.

    


    10%
Convertible Bridge Note

    


    Date:
February 25, 2010

    


    $500,000.00

    


    For value
received, JUMA TECHNOLOGY CORP., a Delaware corporation (the “Company”), and NECTAR SERVICES
CORP., a Delaware corporation (“ Nectar ”, and together with
the Company, the “
Makers ”), hereby promise to pay to the order of Vision Opportunity
Master Fund, Ltd. (together with its successors, representatives, and permitted
assigns, the “ Holder
”), in accordance with the terms hereinafter provided, the principal amount of
five hundred thousand ($500,000.00) dollars, together with interest
thereon.  The Makers are issuing this 10% convertible bridge note (the
“ Note ”) to the Holder
pursuant to the Purchase Agreement (as defined in  Section
1.1  hereof).

     

    All
payments under or pursuant to this Note shall be made in United States Dollars
in immediately available funds to the Holder at the address of the Holder as set
forth in the Purchase Agreement or at such other place as the Holder may
designate from time to time in writing to the Makers or by wire transfer of
funds to the Holder’s account, instructions for which are attached hereto
as  Exhibit A
.. The outstanding principal balance and all accrued Interest (as defined
herein) of this Note shall be due and payable on May 21, 2010 (the “ Maturity Date ”) or at such
earlier time as provided herein.

     

    ARTICLE
I

     

    Section
1.1       Purchase Agreement.  This
Note has been executed and delivered pursuant to the Note and Warrant Purchase
Agreement dated as of February 25, 2010 (the “ Purchase Agreement ”) by and
among the Makers and the purchasers listed therein.  Capitalized terms
used and not otherwise defined herein shall have the meanings set forth for such
terms in the Purchase Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Section
1.2       Interest.  Beginning on
the issuance date of this Note (the “Issuance Date”), the
outstanding principal balance of this Note shall bear interest (“ Interest ”), at a rate per
annum equal to ten percent (10%), so long as any principal amount evidenced by
this Note remains outstanding. Interest shall be payable in cash, on the
Maturity Date.  Interest shall be computed on the basis of a 360-day
year of twelve (12) 30-day months and shall accrue commencing on the Issuance
Date.  Furthermore, upon the occurrence of an Event of Default (as
defined in  Section
2.1  hereof), then to the extent permitted by law, the Makers
will pay Interest in cash to the Holder, payable on demand, on the outstanding
principal balance of this Note from the date of the Event of Default through the
date of payment at a new rate of the lesser of twelve percent (12%) and the
maximum applicable legal rate per annum (the “ Default Rate ”).

     

    Section
1.3       Ranking and Covenants.

     

    (a)           Other
than such indebtedness existing as of the Issuance Date, the Makers will not,
and will not permit any Subsidiary to, directly or indirectly, enter into,
create, incur, assume or suffer to exist any indebtedness of any kind, that is
senior in any respect to the Makers’ obligations under the Notes, and the Makers
will not, and will not permit any Subsidiary to, directly or indirectly, incur
any Lien on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom,
except for indebtedness with respect to capital leases incurred in the ordinary
course of business.

     

    (b)           So
long as any Notes are outstanding, none of the Makers nor any Subsidiary shall,
directly or indirectly, (i) redeem, purchase or otherwise acquire any of the
Company’s capital stock or set aside any monies for such a redemption, purchase
or other acquisition or (ii) issue any Options or Convertible Securities with an
exercise price or a conversion price or a number of underlying shares that
floats or resets or otherwise varies or is subject to adjustment based (directly
or indirectly) on market prices of the Common Stock.

     

    Section
1.4       Payment on Non-Business
Days.  Whenever any payment to be made shall be due on a Saturday,
Sunday or a public holiday under the laws of the State of New York, such payment
may be due on the next succeeding business day and such next succeeding day
shall be included in the calculation of the amount of accrued Interest payable
on such date.

     

    Section
1.5       Transfer.  This Note may
be transferred or sold, subject to the provisions of Section 4.8 of this Note, or
pledged, hypothecated or otherwise granted as security by the
Holder.

     

    Section
1.6       Replacement.  Upon
receipt of a duly executed and notarized written statement from the Holder with
respect to the loss, theft or destruction of this Note (or any replacement
hereof) and a standard indemnity reasonably satisfactory to the Makers, or, in
the case of a mutilation of this Note, upon surrender and cancellation of such
Note, the Makers shall issue a new Note, of like tenor and amount, in lieu of
such lost, stolen, destroyed or mutilated Note.


    
      
         


      

      
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    ARTICLE
II

     

    EVENTS OF
DEFAULT;  REMEDIES

     

    Section
2.1       Events of Default.  The
occurrence of any of the following events shall be an “Event of Default ” under this
Note:

     

    (a)           the
Makers shall fail to make any principal or Interest payments due under this Note
on the date such payments are due and such default is not fully cured within ten
(10) business days after the occurrence thereof; or

     

    (b)           Intentionally
Omitted; or

     

    (c)           the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed or quoted on at least one of the OTC
Bulletin Board, the American Stock Exchange, the NASDAQ Global Market, the
NASDAQ Capital Market or The New York Stock Exchange, Inc. for a period of ten
(10) consecutive Trading Days; or

     

    (d)           the
Company’s notice to the Holder, including by way of public announcement, at any
time, of its inability to comply (including for any of the reasons described
in  Section
3.8(a)  hereof) or its intention not to comply with proper
requests for conversion of this Note into shares of Common Stock;
or

     

    (e)           either
(i) the Makers shall fail to timely deliver the shares of Common Stock upon an
Optional Conversion of the Note, or (ii) the Makers shall fail to make the
payment of any fees and/or liquidated damages under this Note or the Purchase
Agreement, which failure is not remedied within ten (10) business days after the
occurrence thereof; or

     

    (f)
           Intentionally
Omitted; or

     

    (g)           default
shall be made in the performance or observance of (i) any covenant, condition or
agreement contained in this Note and such default is not fully cured within ten
(10) business days after the Holder delivers written notice to the Makers of the
occurrence thereof or (ii) any covenant, condition or agreement contained in the
Purchase Agreement, the Other Notes, the Warrants or any other Transaction
Document which is not covered by any other provisions of this  Section 2.1 and
such default is not fully cured within ten (10) business days after the Holder
delivers written notice to the Makers of the occurrence
thereof;  or

     

    (h)           any
material representation or warranty made by either of the Makers herein or in
the Purchase Agreement, the Other Notes, the Warrants or any other Transaction
Document shall prove to have been false or incorrect or breached in a material
respect on the date as of which made and the Holder delivers written notice to
the Makers of the occurrence thereof; or


    
      
         


      

      
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    (i)
           either of the
Makers shall after the Issuance Date (A) default in any payment of any amount or
amounts of principal of or interest on any indebtedness (other than the
indebtedness hereunder) the aggregate principal amount of which indebtedness is
in excess of $100,000
  or (B) default in the observance or performance of any other
agreement or condition relating to any indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders or beneficiary or
beneficiaries of such indebtedness to cause with the giving of notice if
required, such indebtedness to become due prior to its stated maturity;
or

     

    (j)
           either of the
Makers shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of its property or assets, (ii) make a general assignment
for the benefit of its creditors, (iii) commence a voluntary case under the
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition
seeking to take advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement of creditors’
rights generally, (v) acquiesce in writing to any petition filed against it in
an involuntary case under United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction (foreign or domestic),
or (vi) issue a notice of bankruptcy or winding down of its operations or issue
a press release regarding same; or

     

    (k)           a
proceeding or case shall be commenced in respect of either of the Makers,
without its application or consent, in any court of competent jurisdiction,
seeking (i) the liquidation, reorganization, moratorium, dissolution, winding
up, or composition or readjustment of its debts, (ii) the appointment of a
trustee, receiver, custodian, liquidator or the like of it or of all or any
substantial part of its assets in connection with its liquidation or dissolution
or (iii) similar relief in respect of it under any law providing for the relief
of debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue undismissed, or unstayed and in effect, for a period of thirty
(30) days or any order for relief shall be entered in an involuntary case under
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic) against either of the
Makers or action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing shall be taken with respect to either of the
Makers and shall continue undismissed, or unstayed and in effect for a period of
thirty (30) days; or

     

    (l)
           the failure of
the Company to instruct its transfer agent to remove any legends from shares of
Common Stock eligible to be sold under Rule 144 of the Securities Act and issue
such unlegended certificates to the Holder within five (5) business days of the
Holder’s request so long as the Holder has provided reasonable assurances to the
Company, and based thereon the Company has determined, that such shares of
Common Stock can be sold pursuant to Rule 144; or

     

    (m)          the
failure of either of the Makers to pay any other amounts due to the Holder
herein or any other Transaction Document within ten (10) business days of the
date such payments are due and such default is not fully cured within ten (10)
business days after the Holder delivers written notice to the Maker of the
occurrence thereof; or


    
      
         


      

      
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    (n)           the
occurrence of an event of default under any other Transaction
Document.

     

    Section
2.2       Remedies Upon An Event of
Default.  If an Event of Default shall have occurred and shall be
continuing, the Holder of this Note may at any time at its option, (a) declare
the entire unpaid principal balance of this Note, together with all Interest
accrued hereon, due and payable, and thereupon, the same shall be accelerated
and so due and payable, without presentment, demand, protest, or notice, all of
which are hereby expressly unconditionally and irrevocably waived by the
Makers;  provided,
however , that upon the occurrence of an Event of Default described
in  Sections
2.1(j)  or  (k) , the
outstanding principal balance and accrued Interest hereunder shall be
automatically due and payable, (b) demand that the principal amount of this Note
then outstanding shall be converted into shares of Common Stock at a Conversion
Price per share calculated pursuant to  Section
3.1  hereof assuming that the date that the Event of Default
occurs is the Optional Conversion Date (as defined in Section
3.1  hereof), or (c) exercise or otherwise enforce any one or
more of the Holder’s rights, powers, privileges, remedies and interests under
this Note, the Purchase Agreement or applicable law.  No course of
delay on the part of the Holder shall operate as a waiver thereof or otherwise
prejudice the right of the Holder.  No remedy conferred hereby shall
be exclusive of any other remedy referred to herein or now or hereafter
available at law, in equity, by statute or otherwise.

     

    ARTICLE
III

    


    CONVERSION;
ANTIDILUTION; PREPAYMENT; COVENANTS

     

    Section
3.1        (a) Optional
Conversion.  At any time and from time to time on or after the
Issuance Date, this Note shall be convertible (in whole or in part), at the
option of the Holder (an “
Optional Conversion ”), into such number of fully paid and non-assessable
shares of Common Stock as is determined by dividing (x) that portion of the
outstanding principal balance under this Note as of such date that the Holder
elects to convert by (y) the Conversion Price (as defined in  Section
3.2(a)  hereof) then in effect  (the “ Optional Conversion Rate ”)
on the date on which the Holder faxes a notice of conversion (the “ Optional Conversion Notice
”), duly executed, to the Company (facsimile number (631) 270-1105, Attn.: Chief
Executive Officer) (an “
Optional Conversion Date ”);  provided, however
, that the Conversion Price shall be subject to adjustment as described in  Section
3.6  of this Note.  The Holder shall deliver this
Note to the Company at the address designated in the Purchase Agreement as soon
as practicable after such time that this Note is fully
converted.  With respect to partial conversions of this Note, the
Company shall keep and attach hereto written records of the amount of this Note
converted as of each Conversion Date.


    
      
         


      

      
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    (b)           Mandatory
Conversion. Effective as of the closing (the “Mandatory Conversion Date”) of a
Qualified Financing (as defined below), any and all outstanding principal and
accrued Interest represented by this Note shall automatically (without further
act or deed of the Holder or the Company) convert (the “ Mandatory Conversion ”) into
the type of securities of the Company issued by the Company in the Qualified
Financing (the “ Qualified
Financing Stock ”) by dividing (x) the outstanding principal balance
under this Note as of the Mandatory Conversion Date by (y) a conversion price
which shall be equal to the lesser of (i) the price per share at which the
Company sells a share of Qualified Financing Stock in the Qualified Financing or
(ii) the Conversion Price (as defined in  Section 3.2(a)
).  A “ Qualified
Financing ” shall occur when both (1) a sale by the Company of shares of
equity of the Company to one or more purchasers generates not less than gross
proceeds to the Company of $5,000,000 closing within one hundred twenty (120)
days of the Issuance Date, and (2) the investors in such Qualified Financing are
issued either convertible preferred stock or fixed price convertible notes of
the Company. The Company shall cause notice of the Mandatory Conversion (the
“ Mandatory   Conversion Notice ”) to be
mailed to the Holder, at such Holder’s address, at least ten (10) days prior to
the Mandatory Conversion Date.  On or before the Mandatory Conversion
Date, the Holder shall surrender this Note at the place designated in such
notice, together with a statement of the name or names (with address) in which
the certificate or certificates for shares of Qualified Financing Stock which
shall be issuable on such conversion shall be issued. Notwithstanding the
foregoing provisions of this  Section 3.1(b) ,
the Holder may convert any portion of this Note pursuant to  Section
3.1(a)  on or prior to the date immediately preceding the date
of such Mandatory Conversion.

     

    Section
3.2       Conversion Price.

     

    (a)           The
term “Conversion Price”
shall mean $0.15, subject to adjustment under Section 3.6
hereof.

     

    (b)           The
term “Conversion Shares”
shall mean such shares of Common Stock issuable upon an Optional Conversion of
this Note. The term “
Conversion Securities ” shall mean such securities of the Company
issuable upon a Mandatory Conversion of this Note in connection with the
occurrence of a Qualified Financing.

     

    (c)           Notwithstanding
any of the foregoing to the contrary, if during any period (a “Black-out Period ”), the
Holder is unable to trade any Common Stock issued or issuable upon an Optional
Conversion of this Note immediately due to the postponement of filing or delay
or suspension of effectiveness of the Registration Statement or because the
Company has otherwise informed such Holder that an existing prospectus cannot be
used at that time in the sale or transfer of such Common Stock, such Holder
shall have the option but not the obligation on any Optional Conversion Date
within ten (10) Trading Days following the expiration of the Black-out Period of
using the Conversion Price applicable on such Optional Conversion Date or any
Conversion Price selected by the Holder that would have been applicable had such
Optional Conversion Date been at any earlier time during the Black-out Period or
within the ten (10) Trading Days thereafter.  In no event shall the
Black-out Period have any effect on the Maturity Date of this
Note.


    
      
         


      

      
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    Section
3.3       Mechanics of
Conversion.

     

    (a)           Not
later than three (3) Trading Days after any Optional Conversion Date or the
Mandatory Conversion Date, as the case may be (the “ Delivery Date ”), the Company
or its designated transfer agent, as applicable, shall issue and deliver to (i)
the Depository Trust Company (“
DTC ”) account on the Holder’s behalf via the Deposit Withdrawal Agent
Commission System (“
DWAC ”) as specified in the Optional Conversion Notice, registered in the
name of the Holder or its designee, for the number of shares of Common Stock to
which the Holder shall be entitled, or (ii) to the Holder, the Conversion
Securities as specified in the Mandatory Conversion
Notice.  Notwithstanding the foregoing, in the alternative, not later
than the Delivery Date, the Company shall deliver to the Holder by express
courier a certificate or certificates which shall be free of restrictive legends
and trading restrictions (other than those required by  Section
5.1  of the Purchase Agreement and/or the related documentation
of the Qualified Financing, as the case may be) representing the number of
Conversion Shares or Conversion Securities, as the case may be, being acquired
upon the conversion of this Note.  If in the case of any Optional
Conversion such DWAC transfer or certificate or certificates are not delivered
to or as directed by the applicable Holder by the Delivery Date, the Holder
shall be entitled by written notice to the Company at any time on or before its
receipt of such certificate or certificates thereafter, to rescind such Optional
Conversion, in which event the Company shall immediately return this Note
tendered for Optional Conversion, whereupon the Company and the Holder shall
each be restored to their respective positions immediately prior to the delivery
of such notice of revocation, except that any amounts described in  Sections
3.3(b)  and  (c)  shall
be payable through the date notice of rescission is given to the
Maker.

     

    (b)           The
Company understands that a delay in the delivery of the Conversion Shares or the
Conversion Securities beyond the Delivery Date could result in economic loss to
the Holder.  If the Company fails to deliver to the Holder such shares
via DWAC or a certificate or certificates, as applicable, pursuant to this  Section
3.3(b)  by the Delivery Date, the Makers shall pay to such
Holder, in cash, an amount per Trading Day for each Trading Day until such
shares are delivered via DWAC or certificates are delivered, as the case may be,
together with interest on such amount at a rate of 10% per annum, accruing until
such amount and any accrued interest thereon is paid in full, equal to the
greater of (A) (i) 1% of the aggregate principal amount of the Notes requested
or required to be converted for the first five (5) Trading Days after the
Delivery Date and (ii) 2% of the aggregate principal amount of the Notes
requested or required to be converted for each Trading Day thereafter and (B)
$5,000 per day (which amount shall be paid as liquidated damages and not as a
penalty).  Nothing herein shall limit a Holder’s right to pursue
actual damages for the Company’s failure to deliver certificates representing
the Conversion Shares or the Conversion Securities (as the case may be) within
the period specified herein and such Holder shall have the right to pursue all
remedies available to it at law or in equity (including, without limitation, a
decree of specific performance and/or injunctive
relief).  Notwithstanding anything to the contrary contained herein,
the Holder shall be entitled to withdraw an Optional Conversion Notice, and upon
such withdrawal the Makers shall only be obligated to pay the liquidated damages
accrued in accordance with this  Section
3.3(b)  through the date the Optional Conversion Notice is
withdrawn.


    
      
         


      

      
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    (c)          In
addition to any other rights available to the Holder, if the Company fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the shares of Common Stock issuable upon an Optional Conversion of
this Note on or before the Delivery Date, and if after such date the Holder is
required by its broker to purchase (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of the
shares of Common Stock issuable upon an Optional Conversion of this Note which
the Holder anticipated receiving upon such exercise (a “ Buy-In ” ), then the Makers
shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Common Stock issuable upon an Optional Conversion of this
Note that the Company was required to deliver to the Holder in connection with
the Optional Conversion at issue times (B) the price at which the sell order
giving rise to such purchase obligation was executed, and (2) at the option of
the Holder, either reinstate the portion of the Note and equivalent number of
shares of Common Stock for which such Optional Conversion was not honored or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with the Optional Conversion and delivery
obligations hereunder.  For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted Optional Conversion of shares of Common Stock with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (1)
of the immediately preceding sentence the Makers shall be required to pay the
Holder $1,000. The Holder shall provide the Makers written notice indicating the
amounts payable to the Holder in respect of the Buy-In, together with applicable
confirmations and other evidence reasonably requested by the
Makers.  Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock upon conversion of this Note as required pursuant to the
terms hereof.

     

    Section
3.4       Ownership Cap and Certain
Conversion Restrictions. Notwithstanding anything to the contrary set forth
in  Section
3  of this Note, at no time may the Holder convert all or a
portion of this Note if the number of shares of Common Stock to be issued
pursuant to such conversion would exceed, when aggregated with all other shares
of Common Stock owned by the Holder and its affiliates at such time, the number
of shares of Common Stock which would result in the Holder and its affiliates
beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules thereunder) more than 4.99% of all of the Common
Stock outstanding at such time;  provided ,  however , that
upon the Holder of this Note providing the Company with sixty-one (61) days
notice (pursuant to  Section
4.1  hereof) (the “ Waiver Notice ”) that such
Holder would like to waive this  Section
3.4  with regard to any or all shares of Common Stock issuable
upon conversion of this Note, this  Section
3.4  will be of no force or effect with regard to all or a
portion of the Note referenced in the Waiver Notice;  provided ,  further , that
during the sixty-one (61) day period prior to the Maturity Date of this Note the
Holder may waive this  Section
3.4  upon providing the Waiver Notice at any time during such
sixty-one (61) day period; and
provided ,  further , that
any Waiver Notice during the sixty-one (61) day period prior to the Maturity
Date will not be effective until the Maturity Date.

     

    Section
3.5       Intentionally Omitted.

     

    Section
3.6       Adjustment of Conversion
Price.

     

    (a)          The
Conversion Price shall be subject to adjustment from time to time as
follows:

     

    (i)       Adjustments
for Stock Splits and Combinations.  If the Company shall at any time
or from time to time after the Issuance Date, effect a stock split of the
outstanding Common Stock, the applicable Conversion Price in effect immediately
prior to the stock split shall be proportionately decreased.  If the
Company shall at any time or from time to time after the Issuance Date, combine
the outstanding shares of Common Stock, the applicable Conversion Price in
effect immediately prior to the combination shall be proportionately
increased.  Any adjustments under this  Section
3.6(a)(i)  shall be effective at the close of business on the
date the stock split or combination occurs.


    
      
         


      

      
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    (ii)
         Adjustments for Certain
Dividends and Distributions.  If the Company shall at any time or from
time to time after the Issuance Date, make or issue or set a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in shares of Common Stock, then, and in each event, the
applicable Conversion Price in effect immediately prior to such event shall be
decreased as of the time of such issuance or, in the event such record date
shall have been fixed, as of the close of business on such record date, by
multiplying, the applicable Conversion Price then in effect by a
fraction:

     

    (1)           the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date; and

     

    (2)           the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution.

     

    (iii)         Adjustment
for Other Dividends and Distributions.  If the Company shall at any
time or from time to time after the Issuance Date, make or issue or set a record
date for the determination of holders of Common Stock entitled to receive a
dividend or other distribution payable in other than shares of Common Stock,
then, and in each event, an appropriate revision to the applicable Conversion
Price shall be made and provision shall be made (by adjustments of the
Conversion Price or otherwise) so that the holders of this Note shall receive
upon conversions thereof, in addition to the number of shares of Common Stock
receivable thereon, the number of securities of the Company which they would
have received had this Note been converted into Common Stock on the date of such
event and had thereafter, during the period from the date of such event to and
including the Conversion Date, retained such securities (together with any
distributions payable thereon during such period), giving application to all
adjustments called for during such period under this  Section
3.6(a)(iii)  with respect to the rights of the holders of this
Note and the Other Notes;  provided, however
, that if such record date shall have been fixed and such dividend is not fully
paid or if such distribution is not fully made on the date fixed therefor, the
Conversion Price shall be adjusted to the Conversion Price in effect immediately
prior to such adjustment until the time of actual payment of such dividends or
distributions.

     

    (iv)         Adjustments
for Reclassification, Exchange or Substitution.  If the Common Stock
issuable upon conversion of this Note at any time or from time to time after the
Issuance Date shall be changed to the same or different number of shares of any
class or classes of stock, whether by reclassification, exchange, substitution
or otherwise (other than by way of a stock split or combination of shares or
stock dividends provided for in  Sections 3.6(a)(i)
,  (ii)  and  (iii) , or a
reorganization, merger, consolidation, or sale of assets provided for in  Section 3.6(a)(v)
), then, and in each event, an appropriate revision to the Conversion Price
shall be made and provisions shall be made (by adjustments of the Conversion
Price or otherwise) so that the Holder shall have the right thereafter to
convert this Note into the kind and amount of shares of stock and other
securities receivable upon reclassification, exchange, substitution or other
change, by holders of the number of shares of Common Stock into which such Note
might have been converted immediately prior to such reclassification, exchange,
substitution or other change, all subject to further adjustment as provided
herein.


    
      
         


      

      
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    (v)          Adjustments
for Reorganization, Merger, Consolidation or Sales of Assets.  If at
any time or from time to time after the Issuance Date there shall be a capital
reorganization of the Company (other than by way of a stock split or combination
of shares or stock dividends or distributions provided for in  Section 3.6(a)(i)
,  (ii)  and  (iii) , or a
reclassification, exchange or substitution of shares provided for in  Section 3.6(a)(iv)
), or a merger or consolidation of the Company with or into another corporation
where the holders of outstanding voting securities of the Company prior to such
merger or consolidation do not own over fifty percent (50%) of the outstanding
voting securities of the merged or consolidated entity, immediately after such
merger or consolidation, or the sale of all or substantially all of the
Company’s properties or assets to any other person (an “ Organic Change ”), then as a
part of such Organic Change, (A) if the surviving entity in any such Organic
Change is a public company that is registered pursuant to the Securities
Exchange Act of 1934, as amended (the “ Exchange Act ”), and its
common stock is listed or quoted on a national exchange or the OTC Bulletin
Board, an appropriate revision to the Conversion Price shall be made and
provision shall be made (by adjustments of the Conversion Price) so that the
Holder shall have the right thereafter to convert such Note into the kind and
amount of shares of stock and other securities or property of the Company or any
successor corporation as it would have received as a result of such Organic
Change if it had converted this Note into Common Stock immediately prior to such
Organic Change, and (B) if the surviving entity in any such Organic Change is
not a public company that is registered pursuant to the Exchange Act, or its
common stock is not listed or quoted on a national exchange or the OTC Bulletin
Board, the Holder shall have the right to demand prepayment pursuant to  Section
3.7(b)  hereof.  In any such case, appropriate
adjustment shall be made in the application of the provisions of this  Section
3.6(a)(v)  with respect to the rights of the Holder after the
Organic Change to the end that the provisions of this  Section
3.6(a)(v)  (including any adjustment in the applicable
Conversion Price then in effect and the number of shares of stock or other
securities deliverable upon conversion of this Note) shall be applied after that
event in as nearly an equivalent manner as may be practicable.

     

    (vi)      Adjustments
for Issuance of Additional Shares of Common Stock.

    


    (1)           In
the event the Company shall, at any time within one (1) year following the
Issuance Date (the “ Full
Ratchet Period ”), issue or sell any additional shares of common stock
(otherwise than as provided  in the foregoing subsections (i) through
(v) of this  Section
3.6(a)  or pursuant to Common Stock Equivalents (hereafter
defined) granted or issued prior to the Issuance Date) (“ Additional Shares of Common
Stock ”), at a price per share less than the Conversion Price then in
effect or without consideration (the “ New Conversion Price ”), then
the Conversion Price upon each such issuance shall be reduced to an amount equal
to such New Conversion Price.


    
      
         


      

      
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      (2)           The
provisions of paragraph (1) of this Section 3.6(a)(vi) shall not
apply to any issuance of Additional Shares of Common Stock for which an
adjustment is provided under  Section
3.6(a)(vii) .  No adjustment of the number of shares of Common
Stock for which this Note shall be convertible shall be made under paragraph (1)
of this  Section
3.6(a)(vi)  upon the issuance of any Additional Shares of
Common Stock which are issued pursuant to the exercise of any Common Stock
Equivalents, if any such adjustment shall previously have been made upon the
issuance of such Common Stock Equivalents pursuant to  Section
3.6(a)(vii) .

      


      (vii)    Issuance
of Common Stock Equivalents.  In the event the Company shall at any
time within the Full Ratchet Period issue any securities convertible into or
exchangeable for, directly or indirectly, Common Stock (“ Convertible Securities ”),
other than the Notes, or any rights or warrants or options to purchase any such
Common Stock or Convertible Securities, shall be issued or sold (collectively,
the “ Common Stock
Equivalents ”) and the aggregate price per share for which Additional
Shares of Common Stock may be issuable thereafter pursuant to such Common Stock
Equivalent, plus the consideration received by the Company for issuance of such
Common Stock  Equivalent divided by the number of shares of Common
Stock issuable pursuant to such Common Stock Equivalent (the “ Aggregate Per Common Share
Price ”) shall be less than the applicable Conversion Price then in
effect, or if, after any such issuance of Common Stock Equivalents, the price
per share for which Additional Shares of Common Stock may be issuable thereafter
is amended or adjusted, and such price as so amended shall make the Aggregate
Per Common Share Price be less than the applicable Conversion Price in effect at
the time of such amendment or adjustment, then the applicable Conversion Price
upon each such issuance or amendment shall be adjusted as provided in the first
sentence of subsection (vi) of this  Section 3.6(a) on
the basis that (1) the maximum number of Additional Shares of Common Stock
issuable pursuant to all such Common Stock Equivalents shall be deemed to have
been issued (whether or not such Common Stock Equivalents are actually then
exercisable, convertible or exchangeable in whole or in part) as of the earlier
of (A) the date on which the Company shall enter into a firm contract for the
issuance of such Common Stock Equivalent, or (B) the date of actual issuance of
such Common Stock Equivalent.  No adjustment of the applicable
Conversion Price shall be made under this subsection (vii) upon the issuance of
any Convertible Security which is issued pursuant to the exercise of any
warrants or other subscription or purchase rights therefor, if any adjustment
shall previously have been made to the exercise price of such warrants or other
subscription or purchase rights therefor, then in effect upon the issuance of
such warrants or other subscription or purchase rights therefor pursuant to this
subsection (vii).  No adjustment shall be made to the Conversion Price
upon the issuance of Common Stock pursuant to the exercise, conversion or
exchange of any Convertible Security or Common Stock Equivalent where an
adjustment to the Conversion Price was made as a result of the issuance or
purchase of any Convertible Security or Common Stock
Equivalent.


      
        
           


        

        
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      (viii)       Subsequent
Common Stock and Common Stock Equivalents Issues.  In the event the
Company, shall, at any time after the Full Ratchet Period, issue or sell any
Additional Shares of Common Stock or Common Stock Equivalents (otherwise than as
provided in the foregoing subsections of this  Section 4 ), at a
price per share less than the Conversion Price, or without consideration, the
Conversion Price then in effect upon each such issuance shall be adjusted to
that price (rounded to the nearest cent) determined by multiplying the
Conversion Price by a fraction: (1) the numerator of which shall be equal to
the  sum  of
(A) the number of shares of Common Stock outstanding immediately prior to the
issuance of such Additional Shares of Common Stock  plus  (B)
the number of shares of Common Stock (rounded to the nearest whole share) which
the aggregate consideration for the total number of such Additional Shares of
Common Stock so issued would purchase at a price per share equal to the then
Conversion Price; and (2) the denominator of which shall be equal to the number
of shares of Common Stock outstanding immediately after the issuance of such
Additional Shares of Common Stock.  No adjustment of the number of
shares of Common Stock shall be made upon the issuance of any Additional Shares
of Common Stock which are issued pursuant to the exercise of any warrants or
other subscription or purchase rights or pursuant to the exercise of any
conversion or exchange rights in any Common Stock Equivalents if any such
adjustment shall previously have been made upon the issuance of such warrants or
other rights or upon the issuance of such Common Stock Equivalents (or upon the
issuance of any warrant or other rights therefore).

      


      (ix)         Consideration
for Stock.  In case any shares of Common Stock or any Common Stock
Equivalents shall be issued or sold:

      


      (1)           in
connection with any merger or consolidation in which the Company is the
surviving corporation (other than any consolidation or merger in which the
previously outstanding shares of Common Stock of the Company shall be changed to
or exchanged for the stock or other securities of another corporation), the
amount of consideration therefor shall be, deemed to be the fair market value,
as determined reasonably and in good faith by the board of directors of the
Company (the “ Board ”),
of such portion of the assets and business of the nonsurviving corporation as
the Board may determine to be attributable to such shares of Common Stock,
Convertible Securities, rights or warrants or options, as the case may be;
or

       

      (2)           in
the event of any consolidation or merger of the Company in which the Company is
not the surviving corporation or in which the previously outstanding shares of
Common Stock of the Company shall be changed into or exchanged for the stock or
other securities of another corporation, or in the event of any sale of all or
substantially all of the assets of the Company for stock or other securities of
any corporation, the Company shall be deemed to have issued a number of shares
of its Common Stock for stock or securities or other property of the other
corporation computed on the basis of the actual exchange ratio on which the
transaction was predicated, and for a consideration equal to the fair market
value on the date of such transaction of all such stock or securities or other
property of the other corporation.  If any such calculation results in
adjustment of the applicable Conversion Price, or the number of shares of Common
Stock issuable upon conversion of the Notes, the determination of the applicable
Conversion Price or the number of shares of Common Stock issuable upon
conversion of the Notes immediately prior to such merger, consolidation or sale,
shall be made after giving effect to such adjustment of the number of shares of
Common Stock issuable upon conversion of the Notes.  In the event
Common Stock is issued with other shares or securities or other assets of the
Company for consideration which covers both, the consideration computed as
provided in this  Section
3.6(viii)  shall be allocated among such securities and assets
as determined in good faith by the Board.



      
        
           


        

        
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      (x)           Adjustment
for the Failure of a Qualified Financing.  If the Company does not
close a Qualified Financing within one hundred twenty (120) days from the
Issuance Date, the Conversion Price of this Note shall be automatically reduced
to the lesser of (i) the Conversion Price then in effect and (ii)
$0.15.

      


      (b)           Record
Date.  In case the Company shall take record of the holders of its
Common Stock for the purpose of entitling them to subscribe for or purchase
Common Stock or Convertible Securities, then the date of the issue or sale of
the shares of Common Stock shall be deemed to be such record date.

       

      (c)           Certain
Issues Excepted.  Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment to the Conversion Price in
connection with (i) securities issued (other than for cash) in connection with a
merger, acquisition, or consolidation that do not exceed 25% of the outstanding
Common Stock of the Company as of the date of the Purchase Agreement (such
percentage subject to adjustment in a manner consistent with the adjustments to
the Conversion Price contemplated in  Section
3  hereof) and such issuances are determined in the light of
the whole transaction to which they are a part to be in the best interests of
the Company, (ii) securities issued pursuant to the conversion or exercise of
convertible or exercisable securities issued or outstanding on or prior to the
date of the Purchase Agreement or issued pursuant to the Purchase Agreement (so
long as the conversion or exercise price in such securities are not amended to
lower such price and/or adversely affect the Holders), (iii) Common Stock issued
or the issuance or grants of options to purchase Common Stock pursuant to the
Company’s stock option plans and employee stock purchase plans that either (x)
exist on the date of the Purchase Agreement, or (y) do not exceed fifteen
percent (15%) of the outstanding Common Stock of the Company as of the date of
the Purchase Agreement (such percentage subject to adjustment in a manner
consistent with the adjustments to the Conversion Price contemplated in  Section
3  hereof), (iv) securities issued in connection with  bona fide
strategic license agreements or other partnering agreements so long as such
issuances are not for the purpose of raising capital which are approved by a
majority of its independent directors and such issuances are determined in the
light of the whole transaction to which they are a part to be in the best
interests of the Company, and (v) a Qualified Financing.

      


      (d)           No
Impairment.  The Company shall not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith, assist in the carrying out of all the provisions of this  Section
3.6  and in the taking of all such action as may be necessary
or appropriate in order to protect the conversion rights of the Holder against
impairment.  In the event a Holder shall elect to convert any Notes as
provided herein, the Company cannot refuse conversion based on any claim that
such Holder or any one associated or affiliated with such Holder has been
engaged in any violation of law, violation of an agreement to which such Holder
is a party or for any reason whatsoever, unless, an injunction from a court, or
notice, restraining and or adjoining conversion of all or of said Notes shall
have issued and the Company posts a surety bond for the benefit of such Holder
in an amount equal to one hundred percent (100%) of the amount of the Notes the
Holder has elected to convert, which bond shall remain in effect until the
completion of arbitration/litigation of the dispute and the proceeds of which
shall be payable to such Holder (as liquidated damages) in the event it obtains
judgment.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

      


      (e)           Certificates
as to Adjustments.  Upon occurrence of each adjustment or readjustment
of the Conversion Price or number of shares of Common Stock issuable upon
conversion of this Note pursuant to this  Section 3.6 , the
Company at its expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to the Holder a certificate setting
forth such adjustment and readjustment, showing in detail the facts upon which
such adjustment or readjustment is based.  The Company shall, upon
written request of the Holder, at any time, furnish or cause to be furnished to
the Holder a like certificate setting forth such adjustments and readjustments,
the applicable Conversion Price in effect at the time, and the number of shares
of Common Stock and the amount, if any, of other securities or property which at
the time would be received upon the conversion of this
Note.  Notwithstanding the foregoing, the Company shall not be
obligated to deliver a certificate unless such certificate would reflect an
increase or decrease of at least one percent (1%) of such adjusted
amount.

       

      (f)         
  Issue Taxes.  The Makers shall pay any and all issue and
other taxes, excluding federal, state or local income taxes, that may be payable
in respect of any issue or delivery of securities on conversion of this Note
pursuant thereto; provided,
however , that the Makers shall not be obligated to pay any transfer
taxes resulting from any transfer requested by the Holder in connection with any
such conversion.

       

      (g)           Fractional
Shares.  No fractional shares of Common Stock shall be issued upon
conversion of this Note.  In lieu of any fractional shares to which
the Holder would otherwise be entitled, the Maker shall pay cash equal to the
product of the fraction that would evidence such fractional shares multiplied by
the average of the Closing Bid Prices of the Common Stock for the five (5)
consecutive Trading Days immediately preceding the Conversion
Date.   The term “ Closing Bid Price ” shall
mean, on any particular date (i) the last closing bid price per share of the
Common Stock on such date on the OTC Bulletin Board or another registered
national stock exchange on which the Common Stock is then listed, or if there is
no such price on such date, then the last closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (ii) if the Common
Stock is not listed then on the OTC Bulletin Board or any registered national
stock exchange, the last trading price for a share of Common Stock in the
over-the-counter market, as reported by the OTC Bulletin Board or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin
Board or the National Quotation Bureau Incorporated (or similar organization or
agency succeeding to its functions of reporting prices), then the average of the
“Pink Sheet” quotes for the relevant conversion period, as determined in good
faith by the Holder and reasonably acceptable to the Company, or (iv) if the
Common Stock is not then publicly traded the fair market value of a share of
Common Stock as determined by the Holder and reasonably acceptable to the
Company.

       

      (h)           Reservation
of Common Stock.  The Company shall at all times when this Note shall
be outstanding, reserve and keep available out of its authorized but unissued
Common Stock, one hundred twenty percent (120%) of such number of shares of
Common Stock as shall from time to time be sufficient to effect a full Optional
Conversion of this Note.  The Company shall, from time to time in
accordance with Delaware law, increase the authorized number of shares of Common
Stock if at any time the unissued number of authorized shares shall not be
sufficient to satisfy the Company’s obligations under this  Section 3.6(h)
..


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


      (i)
           Regulatory
Compliance.  If any shares of Common Stock to be reserved for the
purpose of an Optional Conversion of this Note require registration or listing
with or approval of any governmental authority, stock exchange or other
regulatory body under any federal or state law or regulation or otherwise before
such shares may be validly issued or delivered upon conversion, the Company
shall, at its sole cost and expense, in good faith and as expeditiously as
possible, endeavor to secure such registration, listing or approval, as the case
may be.

      


      Section
3.7       Prepayment.

       

      (a)           Prepayment
Upon an Event of Default.  Notwithstanding anything to the contrary
contained herein, upon the occurrence of an Event of Default described in  Sections
2.1(b)-(i) ,  (l) ,  (m)  and  (n)  hereof,
the Holder shall have the right, at the Holder’s option, to require the Makers
to prepay in cash all or a portion of this Note at a price equal to one hundred
percent (100%) of the aggregate principal amount of this Note plus all accrued
and unpaid Interest applicable at the time of such request.  Nothing
in this  Section
3.7(a)  shall limit the Holder’s rights under  Section
2.2  hereof.

       

      (b)           Prepayment
Option Upon Major Transaction.  In addition to all other rights of the
Holder contained herein, simultaneous with the occurrence of a Major Transaction
(as defined below), the Holder shall have the right, at the Holder’s option, to
require the Makers to prepay in cash all or a portion of this Note at a price
equal to one hundred twenty percent (120%) of the aggregate principal amount of
this Note plus all accrued and unpaid Interest (the “ Major Transaction Prepayment
Price ”).

       

      (c)           Prepayment
Option Upon Triggering Event.  In addition to all other rights of the
Holder contained herein, after a Triggering Event (as defined below), the Holder
shall have the right, at the Holder’s option, to require the Makers to prepay
all or a portion of this Note in cash at a price equal to one hundred twenty
percent (120%) of the aggregate principal amount of this Note plus all accrued
and unpaid Interest (the “
Triggering Event Prepayment Price ,” and, collectively with the Major
Transaction Prepayment Price, the “ Prepayment Price
”).

       

      (d)           Optional
Prepayment by Company.  In addition to all other rights of the Company
contained herein, at any time after six (6) months from the Issuance Date, the
Company shall have the right, solely at the Company’s option, to prepay in cash
(the “ Optional
Prepayment ”) at a price equal to one hundred ten percent (110%) of the
aggregate principal amount of this Note plus all accrued and unpaid Interest, if
any, thereon to the date of such Optional Prepayment (the “ Optional Company Prepayment
Price ”) by providing written notice of at least thirty (30) calendar
days prior to the consummation of the Optional Prepayment via facsimile and
overnight courier (“ Notice of
Optional Prepayment ”) to the Holder of this Note and the Other Holders.
The Company may pay, upon an Optional Prepayment, all accrued and unpaid
Interest, if any, by issuing the Holders additional Notes with a principal
amount equal to the Interest then due and payable (a “ PIK Note ”). The Company
shall deliver the applicable Optional Company Prepayment Price to the Holder,
within five (5) business days after the date specified in the Notice of Optional
Prepayment for the Optional Prepayment.  If the Company shall fail to
prepay the Notes (other than pursuant to a dispute as to the arithmetic
calculation of the Optional Company Prepayment Price), in addition to any remedy
such Holder of the Notes may have under this Note and the Purchase Agreement,
the Optional Company Prepayment Price payable in respect of such Notes not
prepaid shall bear interest at the Default Rate until paid in
full.  Notwithstanding the foregoing in this  Section 3.7(d) ,
the Holder may convert any portion of this Note pursuant to  Section
3.1(a)  on or prior to the date immediate preceding the date of
such Optional Prepayment.


      
        
           


        

        
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      (e)           “Major
Transaction.”  A “Major Transaction” shall be
deemed to have occurred at such time as any of the following events have
occurred:

       

      (i)           the
consolidation, merger or other business combination of the Company with or into
another Person (as defined in  Section
4.13  hereof) (other than (A) pursuant to a migratory merger
effected solely for the purpose of changing the jurisdiction of incorporation of
the Company or (B) a consolidation, merger or other business combination in
which holders of the Company’s voting power immediately prior to the transaction
continue after the transaction to hold, directly or indirectly, the voting power
of the surviving entity or entities necessary to elect a majority of the members
of the board of directors (or their equivalent if other than a corporation) of
such entity or entities); or

       

      (ii)          the
sale or transfer of more than fifty percent (50%) of the Company’s assets (based
on the fair market value as determined in good faith by the Board) other than
inventory in the ordinary course of business in one or a related series of
transactions; or

       

      (iii)        closing
of a purchase, tender or exchange offer made to the holders of more than fifty
percent (50%) of the outstanding shares of Common Stock in which more than fifty
percent (50%) of the outstanding shares of Common Stock were tendered and
accepted; or

       

      (iv)        a
change in more than fifty percent (50%) of the current members of the Company’s
Board of Directors as of the Issuance Date, except for such changes approved by
the Holder of this Note.

       

      (f)          “Triggering
Event.”  A “Triggering Event” shall be
deemed to have occurred at such time as any of the following
events:

       

      (i)           Intentionally
Omitted;

       

      (ii)          the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed on at least one of the OTC Bulletin
Board, the American Stock Exchange, the NASDAQ Global Market, the NASDAQ Capital
Market or The New York Stock Exchange, Inc., for a period of ten (10)
consecutive Trading Days;

       

      (iii)         the
Company’s notice to the Holder or any Other Holders, including by way of public
announcement, at any time, of its inability to comply (including for any of the
reasons described in  Section
3.8(a)  hereof) or its intention not to comply with proper
requests for conversion of any Notes into shares of Common Stock;
or


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

      


      (iv)         the
Company’s failure to comply with an Optional Conversion Notice tendered in
accordance with the provisions of this Note within five (5) Trading Days after
the receipt by the Company of the Optional Conversion Notice; or

       

      (v)  
       the Company deregisters its shares of
Common Stock and as a result such shares of Common Stock are no longer publicly
traded; or

       

      (vi)       
 the Company consummates a “going private” transaction and as a result the
Common Stock is no longer registered under Sections 12(b) or 12(g) of the
Exchange Act; or

       

      (vii)       either
of the Makers breach any representation, warranty, covenant or other term or
condition of the Purchase Agreement, this Note or any other agreement, document,
certificate or other instrument delivered in connection with the transactions
contemplated thereby or hereby, except to the extent that such breach would not
have a Material Adverse Effect (as defined in the Purchase Agreement) and
except, in the case of a breach of a covenant which is curable, only if such
breach continues for a period of a least twenty (20) business days.

       

      (g)           Intentionally
Omitted.

      


      (h)           Mechanics
of Prepayment at Option of Holder Upon Major Transaction.  No sooner
than fifteen (15) days nor later than ten (10) days prior to the consummation of
a Major Transaction, but in  no event prior to the public announcement
of such Major Transaction, the Makers shall deliver written notice thereof via
facsimile and overnight courier (“ Notice of Major Transaction
”) to the Holder of this Note and the Other Holders.  At any time
after receipt of a Notice of Major Transaction (or, in the event a Notice of
Major Transaction is not delivered at least ten (10) days prior to a Major
Transaction, at any time during the ten (10) day period prior to a Major
Transaction), the Holder of this Note and the Other Holders of the Other Notes
then outstanding may require the Makers to prepay, effective immediately prior
to the consummation of such Major Transaction, all or any portion of this Note
then outstanding by delivering written notice thereof via facsimile and
overnight courier (“ Notice of
Prepayment at Option of Holder Upon Major Transaction ”) to the Makers,
which Notice of Prepayment at Option of Holder Upon Major Transaction shall
indicate (i) the principal amount of this Note that the Holder is electing to
have prepaid and (ii) the applicable Major Transaction Prepayment Price, as
calculated pursuant to  Section
3.7(b)  above.

       

      (i)           Mechanics
of Prepayment at Option of Holder Upon Triggering Event.  Within three
(3) business days after the occurrence of a Triggering Event, the Makers shall
deliver written notice thereof via facsimile and overnight courier (“ Notice of Triggering Event ”)
to the Holder and the Other Holders.  At any time after the earlier of
the Holder’s receipt of a Notice of Triggering Event and the Holder becoming
aware of a Triggering Event, the Holder  of this Note and the Other
Holders of the Other Notes then outstanding may require the Makers to prepay all
or any portion of this Note then outstanding by delivering written notice
thereof via facsimile and overnight courier (“ Notice of Prepayment at Option of
Holder Upon Triggering Event ”) to the Makers, which Notice of Prepayment
at Option of Holder Upon Triggering Event shall indicate (i) the amount of the
Note that the Holder is electing to have prepaid and (ii) the applicable
Triggering Event Prepayment Price, as calculated pursuant to  Section
3.7(c)  above.  The Holder shall only be permitted to
require the Makers to prepay this Note pursuant to  Section
3.7  hereof for the greater of a period of ten (10) days after
receipt by the Holder of a Notice of Triggering Event or for so long as such
Triggering Event is continuing.


      
        
           


        

        
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      (j)           Payment
of Prepayment Price.  Upon the Makers’ receipt of a Notice(s) of
Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of
Prepayment at Option of Holder Upon Major Transaction from the Holder or the
Other Holders, the Makers shall notify the Holder or such Other Holders, as the
case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment
at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option
of Holder Upon Major Transaction within two (2) business days of the Makers’
receipt of the same and the Holder and each Other Holder which has sent such a
notice shall promptly thereafter submit to the Makers this Note (or certificates
representing a portion of this Note if the Holder elects not to have all of the
outstanding principal and accrued Interest hereunder prepaid)  or the
Other Notes (or certificates representing a portion of the Other Notes if the
Other Holders elect not to have all of the outstanding principal and accrued
Interest thereunder prepaid) which the Holder or Other Holders, as the case may
be, have elected to have prepaid.  The Makers shall deliver the
applicable Triggering Event Prepayment Price to the Holder, within five (5)
business days after the Makers’ receipt of this Note or the certificates related
thereto, as the case may be, and, in the case of a prepayment pursuant to  Section 3.7(h) ,
the Makers shall deliver the applicable Major Transaction Prepayment Price
immediately prior to the consummation of the Major Transaction;  provided  that
the Holder’s original Note or the Other Holders’ original Other Notes, or the
certificates related thereto, shall have been so delivered to the Makers;  provided
further  that if the Makers are unable to prepay all of the
Notes to be prepaid, the Makers shall prepay an amount to the Holder and each
Other Holder of this Note and the Other Notes being prepaid equal to such
holder’s
pro-rata  amount of all Notes being prepaid.  If the
Makers shall fail to prepay all of the Notes submitted for prepayment (other
than pursuant to a dispute as to the arithmetic calculation of the Prepayment
Price), in addition to any remedy such holder of the Notes may have under this
Note and the Purchase Agreement, the applicable Prepayment Price payable in
respect of such Notes not prepaid shall bear interest at the Default Rate until
paid in full.  Until the Makers pay such unpaid applicable Prepayment
Price in full to a holder of the Notes submitted for prepayment, such holder
shall have the option (the “
Void Optional Prepayment Option ”) to, in lieu of prepayment, require the
Makers to promptly return to such holder(s) all of the Notes that were submitted
for prepayment by such holder(s) under this  Section
3.7  and for which the applicable Prepayment Price has not been
paid, by sending written notice thereof to the Makers via facsimile (the “ Void Optional Prepayment
Notice ”).  Upon the Makers’ receipt of such Void Optional
Prepayment Notice(s) and prior to payment of the full applicable Prepayment
Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon
Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major
Transaction, as the case may be, shall be null and void  ab
initio  with respect to those Notes submitted for prepayment
and for which the applicable Prepayment Price has not been paid, (ii) the Makers
shall immediately return any such Notes submitted to the Makers by each holder
for prepayment under this  Section 3.7(j) and
for which the applicable Prepayment Price has not been paid and (iii) the
Conversion Price of such returned Notes shall be adjusted to the lesser of (A)
the Conversion Price as in effect on the date on which the applicable Void
Optional Prepayment Notice(s) is delivered to the Makers and (B) the lowest
Closing Bid Price during the period beginning on the date on which the Notice(s)
of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of
Prepayment at Option of Holder Upon Triggering Event, as the case may be, is
delivered to the Makers and ending on the date on which the Void Optional
Prepayment Notice(s) is delivered to the Makers;  provided  that
no adjustment shall be made if such adjustment would result in an increase of
the Conversion Price then in effect.  A holder’s delivery of a Void
Optional Prepayment Notice and exercise of its rights following such notice
shall not effect the Makers’ obligations to make any payments which have accrued
prior to the date of such notice.  Payments provided for in this  Section
3.7  shall have priority to payments to other stockholders in
connection with a Major Transaction.


      
        
           


        

        
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      Section
3.8       Inability to Fully
Convert.

       

      (a)           Holder’s
Option if Maker Cannot Fully Convert.  If, upon the Company’s receipt
of an Optional Conversion Notice, the Company cannot issue registered shares of
Common Stock, for any reason, including, without limitation, because the Company
(x) does not have a sufficient number of shares of Common Stock authorized and
available, (y) is otherwise prohibited by applicable law or by the rules or
regulations of any stock exchange, interdealer quotation system or other
self-regulatory organization with jurisdiction over the Company or any of its
securities from issuing all of the Common Stock which is to be issued to the
Holder pursuant to a Conversion Notice or (z) fails to have a sufficient number
of registered shares of Common Stock, then the Company shall issue as many
shares of registered Common Stock, as it is able to issue in accordance with the
Holder’s Optional Conversion Notice and, with respect to the unconverted portion
of this Note, the Holder, solely at Holder’s option, can elect to:

       

      (i)           require
the Makers to prepay that portion of this Note for which the Company is unable
to issue Common Stock in accordance with the Holder’s Optional Conversion Notice
(the “ Mandatory
Prepayment ”) at a price per share equal to the Triggering Event
Prepayment Price as of such Conversion Date (the “ Mandatory Prepayment Price
”);

       

      (ii)          require
the Company to issue restricted shares of Common Stock, if it is permissible for
the Company to do so, in accordance with the Holder’s Optional Conversion
Notice;

       

      (iii)         void
its Optional Conversion Notice and retain or have returned, as the case may be,
this Note (or the portion thereof) that was to be converted pursuant to the
Optional Conversion Notice (provided that the Holder’s voiding its Optional
Conversion Notice shall not effect the Makers’ obligations to make any payments
which have accrued prior to the date of such notice); or

       

      (iv)        exercise
its Buy-In rights pursuant to and in accordance with the terms and provisions
of Section
3.3(c)  of this Note.

       

       (b)         Mechanics
of Fulfilling Holder’s Election.  Upon receipt of a facsimile copy of
an Optional Conversion Notice from the Holder which cannot be fully satisfied as
described in  Section
3.8(a)  above, the Company shall within two (2) Trading Days
send via facsimile to the Holder a notice of the Company’s inability to fully
satisfy the Optional Conversion Notice (the “ Inability to Fully Convert
Notice ”).  Such Inability to Fully Convert Notice shall
indicate (i) the reason why the Company is unable to fully satisfy the Holder’s
Optional Conversion Notice, (ii) the amount of this Note which cannot be
converted and (iii) the applicable Mandatory Prepayment Price.  The
Holder shall notify the Makers of its election pursuant to  Section
3.8(a)  above by delivering written notice via facsimile to the
Makers (“ Notice in Response to
Inability to Convert ”).


      
        
           


        

        
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      (c)           Payment
of Prepayment Price.  If the Holder shall elect to have its Note
prepaid pursuant to Section
3.8(a)(i)  above, the Makers shall pay the Mandatory Prepayment
Price to the Holder within thirty (30) days of the Makers’ receipt of the
Holder’s Notice in Response to Inability to Convert,  provided  that
prior to the Makers’ receipt of the Holder’s Notice in Response to Inability to
Convert the Company has not delivered a notice to the Holder stating, to the
satisfaction of the Holder, that the event or condition resulting in the
Mandatory Prepayment has been cured and all Conversion Shares issuable to the
Holder can and will be delivered to the Holder in accordance with the terms of
this Note.  If the Makers shall fail to pay the applicable Mandatory
Prepayment Price to the Holder on the date that is three (3) business days
following the Makers’ receipt of the Holder’s Notice in Response to Inability to
Convert (other than pursuant to a dispute as to the determination of the
arithmetic calculation of the Prepayment Price), in addition to any remedy the
Holder may have under this Note and the Purchase Agreement, such unpaid amount
shall bear interest at the rate of two percent (2%) per month (prorated for
partial months) until paid in full.  Until the full Mandatory
Prepayment Price is paid in full to the Holder, the Holder may (i) void the
Mandatory Prepayment with respect to that portion of the Note for which the full
Mandatory Prepayment Price has not been paid, (ii) receive back such Note, and
(iii) require that the Conversion Price of such returned Note be adjusted to the
lesser of (A) the Conversion Price as in effect on the date on which the Holder
voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the
period beginning on the Optional Conversion Date and ending on the date the
Holder voided the Mandatory Prepayment.

       

      (d)           Pro-rata
Conversion and Prepayment.  In the event the Company receives an
Optional Conversion Notice from the Holder and the Other Holders on the same day
and the Company can convert and prepay some, but not all, of this Note pursuant
to this  Section
3.8 , the Company shall convert and prepay from the Holder and each Other
Holder electing to have its Other Notes converted and prepaid at such time an
amount equal to the Holder or such Other Holder’s  pro-rata amount
of all the Notes and the Other Notes being converted and prepaid at such
time.

       

      Section
3.9       No Rights as
Stockholder.  Nothing contained in this Note shall be construed as
conferring upon the Holder, prior to the conversion of this Note, the right to
vote or to receive dividends or to consent or to receive notice as a stockholder
in respect of any meeting of stockholders for the election of directors of the
Company or of any other matter, or any other rights as a stockholder of the
Company.


      
        
           


        

        
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      ARTICLE
IV

       

      MISCELLANEOUS

       

      Section
4.1       Notices.  Any notice,
demand, request, waiver or other communication required or permitted to be given
hereunder shall be in writing and shall be effective (a) upon hand delivery or
facsimile at the address or number designated in the Purchase Agreement (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
Makers will give written notice to the Holder at least ten (10) days prior to
the date on which the Company takes a record (x) with respect to any dividend or
distribution upon the Common Stock, (y) with respect to any pro rata
subscription offer to holders of Common Stock or (z) for determining rights to
vote with respect to any Organic Change, dissolution, liquidation or winding-up
but in no event shall such notice be provided to the Holder prior to such
information being made known to the public.  The Makers will also give
written notice to the Holder at least ten (10) days prior to the date on which
any Organic Change, dissolution, liquidation or winding-up will take place but
in no event shall such notice be provided to the Holder prior to such
information being made known to the public. The Makers shall promptly notify the
Holder of any notices sent or received, or any actions taken with respect to the
Other Notes.

       

      Section
4.2       Governing Law; Consent to
Jurisdiction. The parties acknowledge and agree that any claim, controversy,
dispute or action relating in any way to this agreement or the subject matter of
this agreement shall be governed solely by the laws of the State of New York,
without regard to any conflict of laws doctrines.  The parties
irrevocably consent to being served with legal process issued from the state and
federal courts located in New York and irrevocably consent to the exclusive
personal jurisdiction of the federal and state courts situated in the State of
New York.  The parties irrevocably waive any objections to the
personal jurisdiction of these courts.  Said courts shall have sole
and exclusive jurisdiction over any and all claims, controversies, disputes and
actions which in any way relate to this agreement or the subject matter of this
agreement.  The parties also irrevocably waive any objections that
these courts constitute an oppressive, unfair, or inconvenient forum and agree
not to seek to change venue on these grounds or any other grounds. Nothing in
this  Section
4.2  shall affect or limit any right to serve process in any
other manner permitted by law.

       

      Section
4.3       Headings.  Article and
section headings in this Note are included herein for purposes of convenience of
reference only and shall not constitute a part of this Note for any other
purpose.


      
        
           


        

        
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      Section
4.4       Remedies, Characterizations, Other
Obligations, Breaches and Injunctive Relief.  The remedies provided in
this Note shall be cumulative and in addition to all other remedies available
under this Note, at law or in equity (including, without limitation, a decree of
specific performance and/or other injunctive relief), no remedy contained herein
shall be deemed a waiver of compliance with the provisions giving rise to such
remedy and nothing herein shall limit a Holder’s right to pursue actual damages
for any failure by the Makers to comply with the terms of this
Note.  Amounts set forth or provided for herein with respect to
payments, conversion and the like (and the computation thereof) shall be the
amounts to be received by the Holder hereof and shall not, except as expressly
provided herein, be subject to any other obligation of the Makers (or the
performance thereof). Each of the Makers acknowledges that a breach by it of its
obligations hereunder will cause irreparable and material harm to the Holder and
that the remedy at law for any such breach may be inadequate. Therefore each
Maker agrees that, in the event of any such breach or threatened breach, the
Holder shall be entitled, in addition to all other available rights and
remedies, at law or in equity, to seek and obtain such equitable relief,
including but not limited to an injunction restraining any such breach or
threatened breach, without the necessity of showing economic loss and without
any bond or other security being required.

       

      Section
4.5       Enforcement
Expenses.  The Makers agree to pay all costs and expenses of the
Holder incurred as a result of enforcement of this Note, including, without
limitation, reasonable attorneys’ fees and expenses.

       

      Section
4.6       Binding Effect.  The
obligations of the Makers and the Holder set forth herein shall be binding upon
the successors and assigns of each such party, whether or not such successors or
assigns are permitted by the terms hereof.

       

      Section
4.7       Amendments.  This Note
may not be modified or amended in any manner except in writing executed by the
Makers and the Holder.

       

      Section
4.8       Compliance with Securities
Laws.  The Holder of this Note acknowledges that this Note is being
acquired solely for the Holder’s own account and not as a nominee for any other
party, and for investment, and that the Holder shall not offer, sell or
otherwise dispose of this Note.  This Note and any Note issued in
substitution or replacement therefor shall be stamped or imprinted with a legend
in substantially the following form:

       

      “THIS
NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION
OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY
THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD,
TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.”

      


      Section
4.9       Accredited Investor
Status.  In no event may the Holder convert this Note in whole or in
part unless the Holder is an “accredited investor” as defined in Regulation D
under the Act.


      
        
           


        

        
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      Section
4.10       Parties in
Interest.  This Note shall be binding upon, inure to the benefit of
and be enforceable by the Makers, the Holder and their respective successors and
permitted assigns.

       

      Section
4.11       Failure or Indulgence Not
Waiver.  No failure or delay on the part of the Holder in the exercise
of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or
privilege, nor shall any waiver by the Holder of any such right or rights on any
one occasion be deemed a waiver of the same right or rights on any future
occasion.

       

      Section
4.12       Makers’ Waivers.

       

      (a)           Except
as otherwise specifically provided herein, the Makers and all others that may
become liable for all or any part of the obligations evidenced by this Note,
hereby waive presentment, demand, notice of nonpayment, protest and all other
demands’ and notices in connection with the delivery, acceptance, performance
and enforcement of this Note, and do hereby consent to any number of renewals of
extensions of the time or payment hereof and agree that any such renewals or
extensions may be made without notice to any such persons and without affecting
their liability herein and do further consent to the release of any person
liable hereon, all without affecting the liability of the other persons, firms
or Makers liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY
JURY.

       

      (b)           THE
MAKERS ACKNOWLEDGE THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY
WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY
WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

       

      Section
4.13       Definitions.  For the
purposes hereof, the following terms shall have the following
meanings:

      


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

      


      “Options” shall mean any
rights, warrants or options to subscribe for or purchase Common Stock or
Convertible Securities of the Company.

      


      “Person” means an individual or
a corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or political subdivision thereof) or other entity of any
kind.


      
        
           


        

        
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      “Trading Day” means (a) a day
on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the
Common Stock is not traded on the OTC Bulletin Board, a day on which the Common
Stock is quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding
its functions of reporting prices);  provided, however
, that in the event that the Common Stock is not listed or quoted as set forth
in (a) or (b) hereof, then Trading Day shall mean any day except Saturday,
Sunday and any day which shall be a legal holiday or a day on which banking
institutions in the State of New York are authorized or required by law or other
government action to close.

      


      [remainder of page intentionally left
blank]


      
        
           


        

        
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      IN
WITNESS WHEREOF, the Makers have caused this Note to be duly executed as of the
Issuance Date set out above.

      


      
        
          
            
              	
                      JUMA
      TECHNOLOGY CORP.

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      	 
      
	
                      NECTAR
      SERVICES CORP.

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      


      
        
           


        

        
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      EXHIBIT
A

      


      WIRE
INSTRUCTIONS

       

      
        	
                Payee: 

              	
                  

              


      

      


      
        	
                Bank: 

              	
                  

              


      

      


      
        	
                Address: 

              	
                  

              


      

      


      
        	 
      	
                  

              


      

      


      
        	
                Bank No.: 

              	
                  

              


      

      


      
        	
                Account No.:  

              	
                  

              


      

      


      
        	
                Account Name: 

              	
                  

              


      


      
        
           


        

        
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      FORM
OF

       

      NOTICE OF
OPTIONAL CONVERSION INTO SHARES OF COMMON STOCK

       

      (To be
Executed by the Registered Holder in

      order to
Convert the Note into Shares of Common Stock)

      


      The
undersigned hereby irrevocably elects to convert $ ________________ of the
principal amount of the above Note No. ___ into shares of Common Stock of JUMA
TECHNOLOGY CORP. (the “
Company ”) according to the conditions hereof, as of the date written
below.

       

      
        	
                Date of Conversion 

              	
                  

              


      

       

      
        	
                Applicable Conversion Price 

              	
                  

              


      

      


      Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the Date of Conversion: _________________________

       

      
        	
                Signature  

              	 
      


      

      


      [Name]

       

      
        	
                Address:  

              	
                  

              
	 
      	 
      
	 
      	
                  

              


      


      
        
           


        

        
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