**Exhibit10.91**

** **

**THESECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “LAWS”).THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FORSALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) ANEFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) ANOPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPEREASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOTREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE LAWS**.

 

| **DATE:   December 28,  2009** | ** ** | **U.S. $64,878.00** |
|-----------------------------------------------|------------|---------------------|

** **

**BIO-KEY INTERNATIONAL, INC.**

** **

**SEVENPERCENT (7%) CONVERTIBLE NOTE**

** **

FOR VALUE RECEIVED, BIO-KEY INTERNATIONAL, INC., a corporation duly organized andvalidly existing under the laws of the State of Delaware, U.S.A. (the “Company”),promises to pay to the order of THOMAS J. COLATOSTI, the registered holder hereofand its successors and assigns (the “Holder”), Sixty-Four Thousand EightHundred and Seventy-Eight Dollars ($64,878.00), and to pay interest on theprincipal sum outstanding, at the rate of seven percent (7%) per annum,compounded annually.  Except as providedin Section 5 below, principal and interest outstanding on this Note fromtime to time shall not be payable in cash but shall be payable in shares of theCompany’s common stock, par value $.0001 per share (the “Common Stock”),as set forth herein at the Holder’s option. The interest so payable will be paid to the person in whose name thisNote (or one or more predecessor Notes) is registered on the records of theCompany regarding registration of the Note (the “Note Register”).

 

This Note is subject to the following additionalprovisions:

 

1.             NoteExchangeable.  The Note isexchangeable at any time for an equal aggregate principal amount of Notes ofdifferent authorized denominations, as requested by the Holder surrendering thesame without the Company’s written consent. No service charge will be made forsuch registration or transfer or exchange.

 

2.             Withholding.  The Company shall be entitled to withholdfrom all payments of principal or interest pursuant to this Note any amountsrequired to be withheld under the applicable provisions of the United Statesincome tax or other applicable laws at the time of such payments.

 

3.             Transfer/Exchangeof Note; Legend.

 

(a)           ThisNote has been issued subject to investment representations of the originalpurchaser hereof and may be transferred or exchanged only in compliance withthe Securities Act of 

 

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1933, as amended (the “1933 Act”) and applicable statesecurities laws. Prior to due presentment for transfer of this Note, theCompany and any agent of the Company may treat the person in whose name thisNote is duly registered on the Company’s Note Register as the owner hereof forthe purpose of receiving payment as herein provided and for all other purposes,whether or not his Note be overdue, and neither the Company nor any such agentshall be affected or bound by notice to the contrary.  If presentment for transfer is made, theparties agree hereunder to execute any and all documents necessary toeffectuate said transfer within thirty (30) days of presentment.

 

(b)           TheHolder understands and acknowledges by its acceptance hereof that (i) exceptas provided herein, this Note and the shares of Common Stock issuable uponconversion thereof as herein provided (“Conversion Shares”) have notbeen and are not being registered under the 1933 Act or any state securitieslaws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequentlyregistered thereunder, or (b) pursuant to an exemption from suchregistration; (ii) any sale of such securities made in reliance on Rule 144promulgated under the 1933 Act may be made only in accordance with the terms ofsaid Rule and further, if said Rule is not applicable, any resale ofsuch securities under circumstances in which the seller (or the person throughwhom the sale is made) may be deemed to be an underwriter (as that term isdefined in the 1933 Act) may require compliance with some other regulationand/or exemption under the 1933 Act or the rules and regulations of theUnited States Securities and Exchange Commission (the “SEC”) thereunder;and (iii) neither the Company nor any other person is under anyobligation, other than as provided herein to register such securities under the1933 Act or any state securities laws or to comply with the terms andconditions of any exemption thereunder.

 

(c)           AnyConversion Shares issued upon conversion of this Note shall, if and only to theextent required by law, bear legends in similar form to the legends set forthon the first page of this Note.

 

4.             Conversionof Note into Common Stock; No Prepayment.

 

(a)           TheHolder of this Note is entitled, at its option at any time or from time to timeto convert all or a portion of the original principal face amount of this Note,and all or a portion of the interest accrued hereon, into shares of CommonStock, at the Conversion Price.  TheConversion Price shall be equal to the lower of (i) the average closingprice of the Company’s Common Stock as quoted by Bloomberg for the ten (10) tradingdays prior to the date that the notice of conversion is transmitted to theCompany, and (ii) $0.30 (subject to adjustment as provided in Section 8(b) below).  Each conversion shall be achieved bysubmitting to the Company a notice of conversion, in the form attached heretoas Exhibit A (the “Notice of Conversion”) executed by theHolder of this Note evidencing such Holder’s intention to convert this Note orthe specified portion.  If such notice ofconversion is submitted via facsimile to the Company, the Holder need not sendan original notice to the Company.  TheCompany and the Holder shall each keep records with respect to the portion ofthis Note then being converted and all portions previously converted; uponreceipt by the Holder of the requisite Conversion Shares, the outstandingprincipal amount of the Note or the accrued interest hereon, or both, shall bereduced by the amount specified in the Notice of Conversion resulting in suchConversion Shares. If no amount shall be specified, the applicable reductionshall be applied first to the accrued interest and then to the outstandingprincipal amount.  The Company may fromtime to time, but is not required to, instruct the Holder and the Holder 

 

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shall surrender this Note along with the notice of conversion for thepurposes of making a notation thereon as to the amount of principal orinterest, or both, being converted, or of canceling this Note and issuing a newNote in the same form with the principal amount of such Note reduced by theamount converted. Such new or notated Note shall be delivered to the Holderwithin three (3) business days after such Holder’s surrender to theCompany. No fractional shares or scrip representing fractions of shares will beissued on conversion, but the number of shares issuable shall be rounded to thenearest whole share. The date on which a notice of conversion is given (the “ConversionDate”) shall be deemed to be the date on which notice of conversion issubmitted via facsimile to the Company, or if the notice of conversion is notsubmitted by facsimile to the Company, the date the notice of conversion isotherwise delivered to the Company.

 

In all cases, the Company shall deliver the ConversionShares to the Holder within five (5) business days after the ConversionDate with respect to such Conversion Shares being delivered, and at the addressspecified in the Notice of Conversion.

 

Notwithstanding anythingherein to the contrary, the Holder shall not have the right, and the Companyshall not have the obligation, to convert all or any portion of the Note if andto the extent that the issuance to the Holder of shares of Common Stock uponsuch conversion would result in the Holder being deemed the “beneficial owner”of more than 4.9% of the then outstanding shares of Common Stock within themeaning of Section 13(d) of the Securities Exchange Act of 1934, asamended, and the rules promulgated hereunder.  If any court of competent jurisdiction shalldetermine that the foregoing limitation is ineffective to prevent the Holderfrom being deemed the beneficial owner of more than 4.9% of the thenoutstanding shares of Common Stock, then the Company shall redeem so much ofsuch Holder’s Note as necessary to cause such Holder to be deemed thebeneficial owner of not more than 4.9% of the then outstanding shares of CommonStock.  Such redemption shall be for cashat a redemption price equal to the sum of (i) 100% of the principal valueof the Note and (ii) any accrued and unpaid interest to the date of suchredemption.

 

(b)          The Company shall not have the rightto prepay all or any portion of this Note.

 

5.             Default.  If one or more of the following described “Eventsof Default” shall occur:

 

(a)           TheCompany shall fail to perform or observe, in any material respect, anycovenant, term, provision, condition, agreement or obligation of the Companyunder this Note and such failure shall continue uncured for a period of seven (7) daysafter written notice from the Holder of such failure; or

 

(b)           TheCompany shall either:  (i) becomeinsolvent; (ii) admit in writing its inability to pay its debts generallyor as they become due; (iii) make an assignment for the benefit ofcreditors or commence proceedings for its dissolution; or (iv) apply for,or consent to the appointment of, a trustee, liquidator, or receiver for its orfor a substantial part of its property or business; or

 

(c)           AChange of Control shall occur; or

 

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(d)           Atrustee, liquidator or receiver shall be appointed for the Company or for asubstantial part of its property or business without the Company’s consent andsuch appointment is not discharged within sixty (60) days after suchappointment; or

 

(e)           Anygovernmental agency or any court of competent jurisdiction at the instance ofany governmental agency shall assume custody or control of the whole or anysubstantial portion of the properties or assets of the Company and shall not bedismissed within sixty (60) days thereafter; or

 

(f)            Afterthe date of this Note, any money judgment, writ or note of attachment, orsimilar process in excess of One Hundred Thousand Dollars ($100,000.00) in theaggregate shall be entered or filed against the Company or any of its propertiesor assets and shall remain unpaid, unvacated, unbonded or unstayed for a periodof fifteen (15) days or in any event later than five (5) days prior to thedate of any proposed sale thereunder; or

 

(g)           The Company shall default in thepayment of any other outstanding indebtedness incurred or guaranteed by theCompany beyond any period of notice and opportunity to cure, or the payment ofsuch indebtedness shall be accelerated by the holder thereof; or

 

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

 

then, or at any timethereafter, and in any and every such case, unless such Event of Default shallhave been waived in writing by the Holder (which waiver in one instance shallnot be deemed to be a waiver in another instance or for any other prior orsubsequent Event of Default) at the option of the Holder and in the Holder’ssole discretion, the Holder may immediately declare this Note due and payable,whereupon all principal and interest hereunder shall be immediately due andpayable, without presentment, demand, protest or notice of any kind, all ofwhich are hereby expressly waived by the Company, anything herein or otherinstrument contained to the contrary notwithstanding, payable in cash or CommonStock of the Company at the Conversion Price as set forth herein at the Holder’soption, and the Holder may immediately, and upon the expiration of any periodof grace, enforce any and all of the Holder’s rights and remedies providedherein or any other rights or remedies afforded by law or equity.  In addition, if this Note is not paid whendue, the Company shall pay interest on overdue principal and (to the fullestextent permitted by law) on overdue interest at the rate of twelve (12%)percent per annum, payable in cash or Common Stock of the Company at theConversion Price as set forth herein at the Holder’s option.

 

As used herein, “Change of Control” means (i) anymerger, consolidation, share exchange, business combination, issuance ofsecurities, acquisition of securities, tender offer, exchange offer or othersimilar transaction (A) in which the Company is a constituent corporation,(B) in which a person, firm or other entity (“Person”)  or “group” (as defined in the SecuritiesExchange Act of 1934, as amended, and the rules promulgated thereunder) ofPersons directly or indirectly 

 

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acquires beneficial or record ownership of securitiesrepresenting more than 50% of the outstanding voting securities of the Company,or (C) in which the Company issues securities representing more than 50%of the outstanding securities of any class of voting securities of the Companyor (ii) any sale, lease, exchange, transfer, license, acquisition ordisposition of any assets that constitute more than 50% of the assets of theCompany on a consolidated basis.

 

6.             MaximumPayments.  Nothing contained hereinshall be deemed to establish or require the payment of a rate of interest orother charges in excess of the maximum permitted by applicable law.  In the event that the rate of interestrequired to be paid or other charges hereunder exceed the maximum permitted bysuch law, any payments in excess of such maximum shall be credited againstamounts owed by the Company to the Holder and thus refunded to the Company.

 

7.             Obligationsof the Company herein are Unconditional. No provision of this Note shall alter or impair the obligation of theCompany, which obligation is absolute and unconditional, to repay the principalamount of this Note at the time, place, rate, and in the coin, currency orCommon Stock, hereinabove stated. This Note and all other Notes now orhereafter issued in replacement of this Note on the same or similar terms aredirect obligations of the Company. This Note ranks at least equally with allother Notes now or hereafter issued under the terms set forth herein. TheConversion Price and number of shares of Common Stock issuable upon conversionshall be subject to adjustment from time to time as provided in Section 8(b) below.

 

8.             Merger;Consolidation; Stock Splits.

 

(a)           Inthe event the Company, at any time while all or any portion of this Note isoutstanding, shall be consolidated with or merged into any other corporation orcorporations or shall sell or lease all or substantially all of its propertyand business as an entirety, then lawful provisions shall be made as part ofthe terms of such consolidation, merger, sale or lease so that the holder ofthis Note may thereafter receive in lieu of such Common Stock otherwiseissuable to such holder upon conversion of this Note, but at the conversion ratewhich would otherwise be in effect at the time of conversion, as hereinbeforeprovided, the same kind and amount of securities or assets as may be issuable,distributable or payable upon such consolidation, merger, sale or lease withrespect to Common Stock of the Company.

 

(b)           Inthe event, at any time while all or any portion of this Note is outstanding,the outstanding shares of Common Stock shall be subdivided, consolidated orcombined, by stock split, stock dividend, combination or like event, into a greateror lesser number of shares of Common Stock, the fixed portion of the ConversionPrice specified in Section 4(a)(ii) above in effect immediately priorto such subdivision, combination, consolidation or stock dividend shall,concurrently with the effectiveness of such subdivision, combination,consolidation or stock dividend, be proportionately adjusted.

 

9.             NoteHolder Not Deemed a Stockholder.  NoHolder, as such, of this Note shall be entitled (prior to conversion of thisNote into Common Stock, and only then to the extent of such conversion) to voteor receive dividends or be deemed the holder of shares of the Company for anypurpose, nor shall anything contained in this Note be construed to confer uponthe Holder hereof, as 

 

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such, any of the rights of a stockholder of the Company or any right tovote, give or withhold consent to any corporate action (whether anyreorganization, issue of stock, reclassification of stock, consolidation,merger, conveyance or otherwise), receive notice of meetings, receive dividendsor subscription rights, or otherwise, prior to the issuance to the holder ofthis Note of the Conversion Shares which he or she is then entitled to receiveupon the due conversion of all or a portion of this Note. Notwithstanding theforegoing, the Company will provide the Holder with copies of the same noticesand other information given to the stockholders of the Company generally,contemporaneously with the giving thereof to the stockholders.

 

10.           RestrictiveCovenant.   Until the principalamount of this Note and all accrued and unpaid interest is paid in full orconverted into Common Stock as provided herein, the Company shall not issue anyloan or debt secured by any of the assets of the Company.

 

11.           NoLimitation on Corporate Action.  Noprovisions of this Note and no right or option granted or conferred hereundershall in any way limit, affect or abridge the exercise by the Company of any ofits corporate rights or powers to recapitalize, amend its Certificate ofIncorporation, reorganize, consolidate or merge with or into anothercorporation, or to transfer all or any part of its property or assets, or theexercise of any other of its corporate rights and powers.

 

12.           Representationsof Holder.  Upon conversion of all ora portion of this Note, the Holder shall confirm in writing, in a formreasonably satisfactory to the Company, that the Conversion Shares so purchasedare being acquired solely for the Holder’s own account and not as a nominee forany other party, and that such Holder is an Accredited Investor (as defined in Rule 501(a) ofRegulation D promulgated under the 1933 Act). The Company acknowledges thatHolder’s duly executed certification on the Notice of Conversion is satisfactoryconfirmation of the facts set forth in the immediately preceding sentence. Ifsuch Holder cannot make such representations because they would be factuallyincorrect, it shall be a condition to such Holder’s conversion of all or aportion of the Note that the Company receive such other representations as theCompany considers reasonably necessary to assure the Company that the issuanceof its securities upon conversion of the Note shall not violate any UnitedStates or state securities laws.

 

13.           Waiverof Demand, Presentment, Etc.  TheCompany hereby expressly waives demand and presentment for payment, notice ofnonpayment, protest, notice of protest, notice of dishonor, notice ofacceleration or intent to accelerate, bringing of suit and diligence in takingany action to collect amounts called for hereunder and shall be directly andprimarily liable for the payment of all sums owing and to be owing hereunder,regardless of and without any notice, diligence, act or omission as or withrespect to the collection of any amount called for hereunder.

 

14.           Failureor Delay Not Waiver.  No failure ordelay on the part of the Holder in the exercise of any power, right orprivilege hereunder shall operate as a waiver thereof, nor shall any single orpartial exercise of any such power, right or privilege preclude other orfurther exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunderare cumulative to, and not exclusive of, any rights or remedies otherwiseavailable.

 

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15.           Attorney’sFees.  The Company agrees to pay allcosts and expenses, including without limitation reasonable attorney’s fees,which may be incurred by the Holder in collecting any amount due under thisNote or in enforcing any of Holder’s conversion rights as described herein.

 

16.           Accessto Books and Records.  The Holderwill have the right to inspect and audit the Company’s original books, records,and documents at any time and from time to time, during normal business hours,upon reasonable notice to the Company.

 

17.           Enforceability.  In case any provision of this Note is held bya court of competent jurisdiction to be excessive in scope or otherwise invalidor unenforceable, such provision shall be adjusted rather than voided, ifpossible, so that it is enforceable to the maximum extent possible, and thevalidity and enforceability of the remaining provisions of this Note will notin any way be affected or impaired thereby.

 

18.           Governing Law.  This Note shall be governed by and construedin accordance with the laws of the state of New York without giving effect toapplicable principles of conflict of law. Each of the parties submitsto the exclusive jurisdiction of the state and federal courts of New YorkCounty, New York in connection with any dispute arising under this Note andhereby waives, to the maximum extent permitted by law, any objection, includingany objection based on forum non conveniens, to the bringing of any suchproceeding in such jurisdictions. To the extent determined by such court, theCompany shall reimburse the Holder for any reasonable legal fees anddisbursements incurred by the Holder in enforcement of or protection of any ofits rights under this Note.

 

19.           Assignment.  This Note shall not be assigned by theCompany without the prior written consent of the Holder.  This Note shall bind the Company and itssuccessors and permitted assigns and shall inure to the benefit of the Holderand its successors and assigns.

 

## 20.           Amendment Provision. Neitherthis Note nor any term hereof may be amended, waived, discharged or terminatedother than by a written instrument signed by the Company and the Holder.

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## 21.           Entire Agreement.  This Note and constitutes the full and entireunderstanding between the Company and the Holder with respect to the subjectmatter hereof and thereof.

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## 22.           Notices.  All notices and other communications given ormade pursuant to this Note shall be in writing and shall be deemed effectivelygiven upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) whensent, if sent by electronic mail or facsimile during normal business hours ofthe recipient, and if not sent during normal business hours, then on therecipient’s next business day, (c) five (5) days after having beensent by registered or certified mail, return receipt requested, postageprepaid, or (d) one (1) business day after deposit with a nationallyrecognized overnight courier, freight prepaid, specifying next business daydelivery, with written verification of receipt. All communications shall be sent to the respective parties at thefollowing addresses or to such other e-mail address, facsimile number oraddress as subsequently modified by written notice given in accordance withthis Section 23:

 

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| If  to the Borrower, to:                             |   | BIO-key  International, Inc.  3349 Highway 138  Building D, Suite B  Wall, NJ 07719  Attn: Chief Executive Officer  Facsimile: (508) 460 4098       |
|------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                 |   |                                                                                                                                                          |
| with  a copy (which shall not constitute notice) to: |   | Choate,  Hall & Stewart LLP  Two International Place  Boston, MA 02110  Attention: Charles J. Johnson, Esq.  Facsimile: (617) 248-4000          |
|                                                 |   |                                                                                                                                                          |
| If  to the Holder, to:                               |   | The  Shaar Fund Ltd.  c/o SS&C Fund Services N.V.  Pareraweg 45  Curacao, Netherlands Antilles  Facsimile: (599-9) 434-3560                               |
|                                                 |   |                                                                                                                                                          |
| with  a copy (which shall not constitute notice) to: |   | Meltzer,  Lippe, Goldstein & Breitstone, LLP  190 Willis Avenue  Mineola, NY 11501  Attention: Ira R. Halperin, Esq.  Facsimile: (516) 747-0653 |

 

23.           Waiverof Jury Trial.   THE COMPANYEXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION ORCAUSE OFACTION (A) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVEREDIN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED ORINCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TOTHIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVEREDIN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACHCASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING INCONTRACT OR TORT OR OTHERWISE; AND THE BORROWER HEREBY AGREES AND CONSENTS THATANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURTTRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART ORA COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THIS WAIVEROF THE RIGHT TO TRIAL BY JURY.

 

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IN WITNESS WHEREOF, the Company has caused thisinstrument to be duly executed by an officer thereunto duly authorized, all asof the date first hereinabove written.

 

 
| ** **                                                                                                                                                                                                                                             | BIO-KEY INTERNATIONAL,  INC |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|
| ** **                                                                                                                                                                                                                                             |                        |
| ** **                                                                                                                                                                                                                                             | ** **                  | ** ** |
|                                                                                                                                                                                                                                                   | By:                         |   |
|                                                                                                                                                                                                                                                   | Name:                       |   |
|                                                                                                                                                                                                                                                   | Title:                      |   |
|                                                                                                                                                                                                                                                   |                        |   |
|                                                                                                                                                                                                                                                   |                        |   |
| Commonwealth of  Massachusetts                                                                                                                                                                                                                         | )                           |   |   |
| ) ss:                                                                                                                                                                                                                                                  |                        |   |   |
| County of                                         ) |                        |   |   |

 

On the         day of           , 20    before me, the undersigned, personally appeared                             ,personally known to me or proved to me on the basis of satisfactory evidence tobe the individual whose name is subscribed to the within instrument andacknowledged to me that he/she executed the same in his/her capacity, and thatby his/her signature on the instrument, the individual, or the person uponbehalf of which the individual acted, executed the instrument.

 

 
|   |           |
|--------|----------------|
|   | Notary  Public |

 

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**EXHIBIT****A**

** **

FORM OF NOTICE OF CONVERSION

 

                  ,20        

 

BIO-key International, Inc.

3349 Highway 138

Building D, Suite B

Wall, NJ  07719

Attn:  Chief Executive Officer

 

Theundersigned, holder of BIO-key International, Inc.’s (the “Company”)Seven Percent (7%) Convertible Note (the “Note”), hereby exercises itsoption to convert $                      of the principal amount of the Note and [all] [$                ]of the accrued interest on this Note into shares of the Company’s common stock,$.0001 par value per share (the “Common Stock”), in accordance with theterms of the Note.  All capitalized termsused and not defined herein have the respective meanings assigned to them inthe Note.

 

Theundersigned hereby instructs the Company to convert the portion of the Notespecified above into                 shares of Common Stock at the Conversion Price in accordance with theprovisions of Section 4 of the Note. The undersigned directs that (i) theCommon Stock issuable and certificates therefor deliverable upon conversion,and (ii) if so delivered by the Holder, the Note, recertificated in theprincipal amount, if any, not being surrendered for conversion hereby be issuedin the name of and delivered to the undersigned unless a different name hasbeen indicated below.

 

Bydelivering this conversion notice, the undersigned represents and warrants tothe Company that theshares of Common Stock so purchased are being acquired solely for the Holder’sown account and not as a nominee for any other party, and that such Holder isan Accredited Investor (as defined in Rule 501(a) of Regulation Dpromulgated under the 1933 Act).

 
|   | HOLDER: |
|--------|---------|
|   |    |
|   |    |

 

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