Exhibit
      10.43

    


    THIS
      SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF HEREOF
      HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE HEREOF MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO DR. TATTOFF, LLC THAT SUCH
      REGISTRATION IS NOT REQUIRED.

     

    
      
        	
                Certificate
                  No. PN-[__]

              	 	
                Issue
                  Date: July 20, 2007

              
	Principal Amount
                $75,000	 	 


      

    

     

    CONVERTIBLE
      PROMISSORY NOTE

    


    FOR
      VALUE
      RECEIVED, DrTattoff, LLC, a California limited liability company, located at
      8500 Wilshire Blvd, Beverly Hills CA 90211 (hereinafter called “Borrower”),
      hereby promises to pay to Ian Kirby, located at 560 N. Kings Road #3, West
      Hollywood, CA 90048 (the “Holder”),
      without demand, the sum of Seventy Five Thousand Dollars ($75,000), plus all
      accrued and unpaid interest, on the earlier of (i) the date which is 180 days
      following Issue Date, or (ii) the date which is two (2) days after the effective
      date of the Merger (as defined below) (the “Maturity
      Date”),
      unless the Holder elects to convert this Note as set forth in Article II.


    


    ARTICLE
      I

    


    GENERAL
      PROVISIONS

    


    1.1 Interest
      Rate.
      Interest on the outstanding principal balance of this Note shall accrue,
      beginning from the date hereof, at a rate of 10% per annum, compounded
      quarterly. Interest on the outstanding principal balance of the Note shall
      be
      computed on the basis of the actual number of days elapsed and a year of three
      hundred and sixty (360) days and shall be payable on the Maturity Date, upon
      earlier prepayment of this Note or in the form of shares of New Securities
      or
      Conversion Shares (each as defined below), upon conversion of this Note as
      set
      forth in Section 1.2 below.

    


    1.2 Conversion
      Privileges.
      The
      Note shall be payable in full on the Maturity Date, unless previously converted
      into New Securities or Conversion Shares, in accordance with Article II
      hereof.

    


    1.3 Prepayment.
      This
      Note shall not be subject to any prepayment penalty in the event the Company
      determines in its sole discretion to prepay all or any portion of this
      Note.

    


    1.4 In
      no
      event shall the Borrower be obligated to pay interest and fees in excess of
      the
      amount permitted by law. Regardless of any provision herein or in any agreement
      made in connection herewith, Holder shall never be entitled to receive, charge
      or apply, as interest on any indebtedness relating hereto, any amount in excess
      of the maximum amount of interest permissible under applicable law. If Holder
      ever receives, collects or applies any such excess, it shall be deemed a partial
      repayment of principal and treated as such; and if principal is paid in full,
      any remaining excess shall be refunded to the Borrower. This paragraph shall
      control every other provision hereof and of any other agreement made in
      connection herewith.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ARTICLE
      II

    


    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right to convert the principal and any interest due under
      this Note into New Securities or Conversion Shares as set forth
      below.

    


    2.1. Borrower's
      Proposed Merger.
      The
      Borrower intends to merge itself with and into Lifesciences Opportunities,
      Inc.,
      a Delaware corporation (the "Merger"). The rights provided in this Article
      II
      shall not be exercisable unless and until completion of the Merger. For purposes
      of this Article II, the term Borrower shall refer to the surviving entity after
      completion of the Merger. 

    


    2.2 Conversion
      into the Borrower’s New Securities.

    


    (a)
      Conversion
      Right.
      Provided that the Merger is consummated, upon written notice to the Borrower,
      the Holder may, at its sole option, at the effective date of the Merger (as
      defined below), or at any time thereafter until the principal balance of this
      Note, together with all accrued and unpaid interest, is paid in full, convert
      the entire outstanding principal hereunder and all accrued and unpaid interest
      thereon into such number of shares of fully paid and non-assessable equity
      securities issued by the Borrower to its members in connection with the
      conversion of their Membership Interests in the Company pursuant to the Merger
      (the “New
      Securities”),
      that
      is equal to the quotient of (A) the outstanding principal hereunder plus
      all
      accrued and unpaid interest thereon divided
      by
      (B) the
      Conversion Price (as defined below). In addition, in connection with such
      conversion, the Holder shall receive rights as a purchaser and holder of New
      Securities (including, without limitation, customary registration rights) no
      less favorable in the aggregate and in any single instance than those granted
      to
      any other purchaser of New Securities. The Borrower agrees that it has no right
      to prevent the Holder from effecting such conversion without the Holder’s
      consent, whether by attempting to prepay this Note (whether or not there shall
      have been a default hereunder) or otherwise. The “Conversion
      Price”
shall
      (i) if the New Securities are common stock, par value $0.001 per share (the
      “Common
      Stock”),
      be
      equal to the Common Stock Equivalent Price (as defined below) or (ii) if the
      New
      Securities are convertible capital stock, the Conversion Price shall be an
      amount equal to the Common Stock Equivalent Price multiplied by the number
      of
      shares of Common Stock into which one share of such convertible capital stock
      is
      convertible. The “Common
      Stock Equivalent Price”
shall
      initially be the closing offering price in the Next Financing and shall be
      adjusted as set forth in Section 2.2(d) below. 

    


    (b)
      Fractional
      Shares.
      Upon the
      conversion of this Note, fractional shares representing New Securities shall
      be
      issued only if fractional shares are issuable in connection with the Next
      Financing to investors generally. If no fractional shares are so issuable,
      then
      with respect to any fraction of a share called for upon the conversion of this
      Note or any portion hereof, a cash amount equal to such fraction shall be paid
      to the Holder. 

    


    (c)
      Conversion
      Mechanics.
      

     

    (i)
      Notice
      of Merger.
      The
      Borrower shall notify the Holder in writing not less than 5 business days prior
      to the expected effective date of the Merger (the “Effective
      Date”).
      Such
      notice shall include all of the material terms of the Merger and shall include,
      as promptly as such documents are available, then-current drafts of the
      transaction documents for the Merger. Following such notice, the Borrower shall
      provide the Holder with any transaction documents or revised drafts thereof
      at
      the same time that such transaction documents or drafts are made generally
      available to Members of the Company in connection with the
      Merger.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (ii)
      Conversion
      Notice.
      The
      right of conversion shall be exercised by the Holder by delivering to the
      Borrower, no later than the business day prior to the date of which this Note,
      including all accrued and unpaid interest thereon, is paid in full, a conversion
      notice substantially in the form attached hereto as Exhibit
      A
      (the
“Conversion
      Notice”),
      appropriately completed and duly signed, and by surrender not later than five
      (5) business days thereafter of this Note (or if the original Note has been
      lost
      or destroyed, an affidavit of Holder in customary form certifying as to such
      loss or destruction). Promptly after the receipt of the Conversion Notice and
      the original Note (or if the original Note has been lost or destroyed, an
      affidavit of Holder in customary form certifying as to such loss or
      destruction), the Borrower shall issue and deliver, or cause to be delivered,
      to
      the Holder, a certificate or certificates for the number of shares of New
      Securities issuable to such Holder in accordance with Section 2.2(a). Such
      conversion shall be deemed to have been effected as of the date of consummation
      of surrender of the Original Note, or affidavit, as the case may be (the
“Conversion
      Date”),
      and
      the person or persons entitled to receive the shares of New Securities issuable
      upon conversion shall be treated for all purposes as the holder or holders
      of
      record of such shares as of the close of business on the Conversion
      Date.

     

    (d) 
      The
      number and kind of shares or other securities to be issued upon conversion
      determined pursuant to Section 2.2(a), shall be subject to adjustment from
      time
      to time upon the happening of certain events while this conversion right remains
      outstanding, as follows:

     

    (i) Merger,
      Sale of Assets, etc.
      If the
      Borrower at any time shall consolidate with or merge into or sell or convey
      all
      or substantially all its assets to any other corporation, this Note, as to
      the
      unpaid principal portion thereof and accrued interest thereon, shall thereafter
      be deemed to evidence the right to purchase such number and kind of shares
      or
      other securities and property as would have been issuable or distributable
      on
      account of such consolidation, merger, sale or conveyance, upon or with respect
      to the securities subject to the conversion or purchase right immediately prior
      to such consolidation, merger, sale or conveyance. The foregoing provision
      shall
      similarly apply to successive transactions of a similar nature by any such
      successor or purchaser. Without limiting the generality of the foregoing, the
      anti-dilution provisions of this Section shall apply to such securities of
      such
      successor or purchaser after any such consolidation, merger, sale or
      conveyance.

    


    (ii) Reclassification,
      etc.
      If the
      Borrower at any time shall, by reclassification or otherwise, change the Common
      Stock into the same or a different number of securities of any class or classes
      that may be issued or outstanding, this Note, as to the unpaid principal portion
      thereof and accrued interest thereon, shall thereafter be deemed to evidence
      the
      right to purchase an adjusted number of such securities and kind of securities
      as would have been issuable as the result of such change with respect to the
      Common Stock immediately prior to such reclassification or other
      change.

    


    (iii) Stock
      Splits, Combinations and Dividends.
      If the
      shares of Common Stock are subdivided or combined into a greater or smaller
      number of shares of Common Stock, or if a dividend is paid on the Common Stock
      in shares of Common Stock, the Common Stock Equivalent Price shall be
      proportionately reduced in case of subdivision of shares or stock dividend
      or
      proportionately increased in the case of combination of shares, in each such
      case by the ratio which the total number of shares of Common Stock outstanding
      immediately after such event bears to the total number of shares of Common
      Stock
      outstanding immediately prior to such event.

     

    (e) Whenever
      any action is taken pursuant to Section 2.2(d) above, the Borrower shall
      promptly mail to the Holder a notice setting forth the Conversion Price after
      such adjustment and setting forth a statement of the facts requiring such
      adjustment.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    2.3 Most
      Favored Nations Conversion Right.

    


    (a) At
      any
      time after the Effective Date until this Note, including all accrued and unpaid
      interest hereon, is paid in full, if the Borrower completes an offering of
      equity securities, then, on the date of the consummation by the Borrower of
      such
      offering of the Borrower’s equity securities (which for purposes of this Section
      2.3 includes any securities convertible into or exercisable for any of the
      Borrower’s capital stock, but does not include any Exempt Securities, as defined
      below), this Note and all accrued and unpaid interest thereon shall be
      convertible, in whole or in part and at the option of the Holder, into a number
      of shares of such equity securities equal to the quotient obtained by dividing
      (i) the principal amount of this Note being converted by the Holder (together
      with all accrued and unpaid interest thereon), by (ii) the price per security
      at
      which such equity securities are sold to other investors in such offering.
      The
      Borrower shall notify the Holder of the proposed closing date of any such
      offering no less than 3 business days, but no more than 5 business days, prior
      to such date.

    


    (b) In
      the
      event that the Holder elects to convert all or a portion of the Note pursuant
      to
      Section 2.3(a), the Holder shall surrender the Note to the Company, along with
      a
      written notice to the Company, in the manner specified in Section 2.1(c)(ii)
      hereof, at least 1 day prior to the date on which conversion is sought to become
      effective (the “MFN Conversion
      Date”)
      that
      such Holder elects to convert the Note or a specified portion thereof on the
      MFNConversion Date, and such notice shall specify the names (and addresses)
      in
      which certificates for Conversion Shares (as defined below) are to be
      issued.

    


    (c) If
      the
      Note is surrendered for conversion pursuant to Section 2.3(b), then promptly
      after the MFN Conversion Date, the Borrower shall deliver or cause to be
      delivered to the Holder certificates representing the number of fully paid
      and
      non-assessable shares of the applicable equity securities (the “Conversion
      Shares”),
      into
      which the Note may be converted. Such conversion shall be deemed to have been
      made immediately prior to the close of business on the MFN Conversion Date,
      so
      that the rights of the Holder as a holder of the Note shall cease with respect
      to the Note at such time (including, without limitation, the right to receive
      the principal amounts of the Note other than in the form of Conversion Shares),
      interest shall cease to accrue hereon and the person or persons entitled to
      receive the Conversion Shares deliverable upon conversion of the Note shall
      be
      treated for all purposes as having become the record holders of such Conversion
      Shares at such time. If this Note shall have been converted in part, the
      Borrower shall, at the time of delivery of the certificate or certificates
      representing Conversion Shares, deliver to the Holder a new Note evidencing
      the
      rights of the Holder with respect to the remaining principal amount (and all
      accrued and unpaid interest thereon), which new Note shall in all other respects
      be identical with this Note, or at the request of the Holder, appropriate
      notation may be made on this Note and the same returned to the
      Holder.

    


    (d) “Exempt
      Securities”
means
      any shares of Common Stock issued by the Borrower after the date of issuance
      of
      this Note that are: (i) shares issued or issuable upon the exercise of any
      warrants or options outstanding as of the original date of the issuance of
      this
      Note (including any warrants issued in connection with the issuance of the
      Promissory Notes); (ii) shares of Common Stock or common stock equivalents
      issued in connection with a bona-fide strategic transaction, partnership, joint
      venture or acquisition or (iii) shares of Common Stock issued in connection
      with
      any stock-based compensation plans of the Borrower, or any issuance of Common
      Stock, stock awards or options under, or the exercise of options granted
      pursuant to, any Board approved employee stock option or similar plan for the
      issuance of options or capital stock of the Borrower.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    ARTICLE
      III

    


    EVENT
      OF DEFAULT

    


    3.1 Event
      of Default.
      The
      occurrence of any of the following events of default (“Event
      of Default”)
      shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

    


    (a) Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay principal, interest or other sum due under this Note
      when
      due and such failure continues for a period of five (5) business days after
      the
      due date. 

    


    (b) Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other term or condition of the
      Subscription Agreement dated as of the date hereof by and between the Borrower
      and the Holder (the "Subscription Agreement") or this Note in any material
      respect and such breach, if capable of cure, continues for a period of thirty
      (30) days after written notice to the Borrower from the Holder.

    


    (c) Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, in the
      Subscription Agreement, or in any agreement, statement or certificate given
      in
      writing pursuant hereto or in connection therewith shall be false or misleading
      in any material respect as of the date made and the Closing Date.

    


    (d) Receiver
      or Trustee.
      The
      Borrower shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed.

    


    (e) Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any of its property or other assets for more than $100,000, and
      shall remain unvacated, unbonded or unstayed for a period of thirty (30)
      days.

    


    (f) Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower and if instituted against Borrower are
      not
      dismissed within 45 days of initiation.

    


    (g) Failure
      to Deliver.
      Borrower’s failure to timely deliver New Securities or Conversion Shares to the
      Holder pursuant to and in the form required by this Note.

    


    3.2 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, 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; provided,
      however,
      that
      upon the occurrence of an Event of Default described in Section 3.1(f), without
      presentment, demand, protest, or notice, all of which are hereby expressly
      unconditionally and irrevocably waived by the Borrower, the outstanding
      principal balance and accrued interest hereunder shall be automatically due
      and
      payable. In addition, if an Event of Default shall have occurred and be
      continuing, the
      Holder
may
      exercise or otherwise enforce any one or more of the Holder’s rights, powers,
      privileges, remedies and interests under this Note or applicable law and
institute
      such actions or proceedings in law or equity as it shall deem expedient for
      the
      protection of its rights and may prosecute and enforce its claims against all
      assets and property of the Borrower, and in connection with any such action
      or
      proceeding shall be entitled to receive from the Borrower, payment of the
      principal amount of this Note plus accrued interest to the date of payment
      plus
      reasonable expenses of collection, including, without limitation, attorneys'
      and
      experts' fees and expenses.
      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.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    ARTICLE
      IV

    


    MISCELLANEOUS

    


    4.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof 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. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    4.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (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 addresses for such
      communications shall be the addresses set forth in the Subscription
      Agreement.

    


    4.3 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns. This
      Note may not be assigned by the Holder without the prior written consent of
      the
      Company, except to an Affiliate of Holder that is an “accredited investor” as
      such term is defined in Regulation D under the 1933 Act.

    


    4.4 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof its reasonable costs of collection, including reasonable attorneys’
fees.

    


    4.5 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 Borrower to comply with
      the terms of this Note. Amounts set forth or provided for herein with respect
      to
      payments and the like (and the computation thereof) shall be the amounts to
      be
      received by the Holder. The Borrower 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 the
      Borrower 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 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.


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    4.6 Payment
      Not Subject to Set-Off.
      The
      Borrower acknowledges that it has no and will not be permitted to assert any
      right of set-off or counterclaim with respect to its obligation to pay the
      principal and interest as of the Maturity Date as set forth herein and hereby
      waives any and all defenses it may have in the future with respect to such
      payment, except to the extent that (a) this Note is converted in accordance
      with
      Article II prior to the Maturity Date, (b) Borrower’s defense is that Borrower
      has paid all principal and interest hereon in accordance with the terms hereof
      or (c) the Holder has expressly waived its right to such payment in a writing
      signed by Holder.

    


    4.7 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of California. Any action brought by either party against the other concerning
      the transactions contemplated by this Note shall be brought only in the state
      or
      federal courts of located in the state of California. The prevailing party
      shall
      be entitled to recover from the other party its reasonable attorney’s fees and
      costs.

    


    4.8 Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a shareholder of the Borrower with respect to the New Securities and/or
      Conversion Shares to be received by Holder after delivery by the Holder of
      a
      Conversion Notice and
      effectiveness of conversion in accordance with this Note.

    


    4.9 Waiver
      of Presentment.
      The
      Borrower expressly waives presentment, protest, demand, notice of dishonor,
      presentment for the purpose of accelerating maturity, and diligence in
      collection. 

    


    [Signature
      page follows.]


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the 24th day of July, 2007.

    


    
      	
              DRTATTOFF,
                LLC

            
	 	 
	
              By:

            	
              /s/
                James Morel

            
	
              Name:

            	
              James
                Morel

            
	
              Title:

            	
              CEO

            


    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    FORM
      OF
      CONVERSION NOTICE

    


    (To
      be
      executed by the Holder in order to convert the Note.)

    


    The
      undersigned hereby irrevocably elects to convert the Convertible Promissory
      Note
      (the “Note”) of DrTattoff, LLC, a California limited liability company (the
“Company”),
      held
      by the undersigned into shares of [New Securities in connection with the Next
      Financing][Conversion Shares], according to the terms and conditions of the
      Note
      and the conditions hereof. The undersigned hereby requests that certificates
      for
      the shares of New Securities or Conversion Shares to be issued to the
      undersigned pursuant to this Conversion Notice be issued in the name of, and
      delivered to, the undersigned as indicated below. A copy of the Note being
      converted is attached hereto (and the original Note shall be transmitted to
      the
      Corporation pursuant to the terms thereof). All capitalized terms used in this
      Conversion Notice, but not otherwise defined herein shall have the meanings
      assigned in the Note. Execution and delivery of this Conversion Notice by
      facsimile shall be valid an binding for all purposes and shall be effective
      upon
      such facsimile transmission.

    


    
      	 	
              Date
                of Notice

            
	 	 
	 	 
	 	
              Conversion
                Information:[NAME OF HOLDER]

            
	 	 
	 	 
	 	
              Address
                of Holder:

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	
              Name
                of Holder

            


    

    


    


    
      	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    Note:
      Subject to the terms and conditions of the Note, conversion shall be effected
      upon consummation of the applicable financing and the New Securities or
      Conversion Shares shall be delivered to Holder only after receipt by the Company
      of the original Note or an affidavit of loss in customary
      form.


    
      
         

      

      
        9