THIS   CONVERTIBLE  NOTE  AND  THE  COMMON  STOCK  ISSUABLE  UPON
CONVERSION  HEREOF HAVE NOT BEEN REGISTERED UNDER THE  SECURITIES
ACT  OF  1933,  AS  AMENDED  (THE  "ACT")  NOR  UNDER  ANY  STATE
SECURITIES   LAW   AND  MAY  NOT  BE  PLEDGED,  SOLD,   ASSIGNED,
HYPOTHECATED  OR OTHERWISE TRANSFERRED UNTIL (1)  A  REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE  STATE SECURITIES LAW OR (2) THE COMPANY  RECEIVES  AN
OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO THE  HOLDER
OF  SUCH  NOTE WHICH OTHER COUNSEL IS SATISFACTORY TO THE COMPANY
THAT  SUCH  NOTE  AND/OR  COMMON  STOCK  MAY  BE  PLEDGED,  SOLD,
ASSIGNED,   HYPOTHECATED  OR  TRANSFERRED  WITHOUT  AN  EFFECTIVE
REGISTRATION   STATEMENT  UNDER  THE  ACT  OR  APPLICABLE   STATE
SECURITIES LAWS.

THESE  SECURITIES ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY
AND  RESALE  AND  MAY  NOT BE TRANSFERRED  OR  RESOLD  EXCEPT  AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND  THE
APPLICABLE  STATE  SECURITIES LAWS, PURSUANT TO  REGISTRATION  OR
EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED  TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT  FOR  AN
INDEFINITE PERIOD OF TIME.

                         DIASENSE, INC.
                  6% Secured Convertible Note
                      Due October 31, 2010

$25,000 principal amount                                 No. CN-1

     DIASENSE,  INC., a Pennsylvania corporation (the "Company"),
for  value received, hereby promises to pay to St. Claire Capital
Management,  Inc., having an office at 100 Drakes Landing,  Suite
207,  Greenbrae,  California 94904,  or  permitted  assigns  (the
"Payee" or "Holder") upon due presentation and surrender of  this
note,  on  October 31, 2010 (the "Maturity Date"), the  principal
amount  referenced  above and accrued interest  thereon,  all  as
hereinafter provided.  This Note was issued as one of a series of
convertable  notes  that  may  be offered  by  the  Company  (the
"Convertable Notes").

     1.    PAYMENT OF PRINCIPAL AND INTEREST; METHOD OF  PAYMENT;
SECURITY.

           1.1  Principal and Interest.  Payment of the principal
and  accrued interest on this Note shall be made in such coin  or
currency  of  the  United States of America as  at  the  time  of
payment  shall  be  legal tender for the payment  of  public  and
private debts.  Interest (computed on the basis of a 360-day year
of  twelve 30-day months) on the unpaid portion of said principal
amount from time to time outstanding shall be paid by the Company
at  the  rate of six percent (6%) per annum (the "Stated Interest
Rate"), in like coin and currency, said interest payable  to  the
Payee  on  the Maturity Date.  Both principal hereof and interest
thereon  are  payable  in lawful money of the  United  States  of
America  at  the Holder's address above or such other address  as
the Holder shall designate from time to time by written notice to
the  Company.  The Company will pay or cause to be paid all  sums
becoming due hereon for principal and interest by check  sent  to
the Holder's above address or to such other address as Holder may
designate for such purpose from time to time by written notice to
the Company, without any requirement for the presentation of this
Note or making any notation thereon except that the Holder hereof
agrees  that payment of the final amount due shall be  made  only
upon  surrender  of  this Note to the Company  for  cancellation.
Prior  to  any sale or other disposition of this instrument,  the
Holder  hereof agrees to endorse hereon the amount  of  principal
paid  hereon  and the last date to which interest has  been  paid
hereon  and to notify the Company of the name and address of  the
transferee.

           1.2   Optional Prepayment; Notice.  The  Company  may,
without  premium  or other prepayment penalty, prepay  all  or  a
portion of the outstanding principal balance of this Note, and in
connection therewith, shall give written notice to the Holder  of
such prepayment.  Following the date of the notice of prepayment,
the  Holder shall have a period of fifteen (15) calendar days  to
exercise  the conversion rights provided in Section  5.1  hereof.
After  the lapse of such 15 day period, unless the Company  shall
have failed to tender to the Holder the amount to be prepaid  and
accrued  interest  under  this Note, the  Holder  shall  have  no
further rights of conversion.

           1.3   Security.  As security for the due and  punctual
payment  and performance of this Note, the Company hereby  grants
to  Holder  a security interest in all assets of the  Company  in
such proportion as the principal amount of this Note bears to the
sum  of  the  principal amounts of (i) the series of  Convertable
Notes plus, (ii) the Demand Note dated July 23, 2004 between  the
Company  and Dominion Assets, LLC (the "Demand Note")  This  Note
will  rank  pari  passu  with  the Demand  Note  and  all  future
Convertible Notes of the Company.

     2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The  Company represents and warrants to the Holder that
the Company:

               (a)   is  a  corporation duly  organized,  validly
existing  and in good standing under the laws of the Commonwealth
of Pennsyvania;

               (b)   has  all  requisite power and  authority  to
carry  on its business as now conducted and as presently proposed
to be conducted; and

     3.   EVENTS OF DEFAULT.

     It  shall  be an Event of Default with respect to this  Note
upon  the  occurrence  and continuation uncured  of  any  of  the
following events:



          3.1  This Note.

               (a)  a default in the payment of the principal  on
this  Note,  when and as the same shall become due  and  payable,
either  by  the terms hereof or upon redemption or otherwise  and
said  default continues uncured for a period of thirty (30) days;
or

                (b) default in the performance, or breach, of any
covenant of the Company in this Note (other than a covenant or  a
default which is elsewhere herein specifically dealt with  as  an
Event  of  Default), and continuance of such  default  or  breach
uncured for a period of sixty (60) days.

          3.2   Bankruptcy.  The entry of a decree or order by  a
court  having  jurisdiction adjudging the Company a  bankrupt  or
insolvent,   or  approving  a  petition  seeking  reorganization,
arrangement,  adjustment or composition of or in respect  of  the
Company,  under  federal  bankruptcy law,  as  now  or  hereafter
constituted, or any other applicable federal or state bankruptcy,
insolvency  or  other  similar law,  or  appointing  a  receiver,
liquidator,  assignee,  trustee, sequestrator  or  other  similar
official  of  the  Company  or of any  substantial  part  of  its
affairs, and the continuance of any such decree or order unstayed
and  in effect for a period of one hundred twenty (120) days;  or
the commencement by the Company of a voluntary case under federal
bankruptcy  law, as now or hereafter constituted,  or  any  other
applicable  Federal  or state bankruptcy,  insolvency,  or  other
similar  law,  or  the  consent  by  it  to  the  institution  of
bankruptcy or insolvency proceedings against it, or the filing by
it  of a petition or answer or consent seeking reorganization  or
relief  under  federal  bankruptcy law or  any  other  applicable
Federal or state law, or the consent by it to the filing of  such
petition  or  to  the  appointment  of  a  receiver,  liquidator,
assignee,  trustee,  sequestrator  or  similar  official  of  the
Company or of any substantial part of its property, or the making
by  it  of  an  assignment for the benefit of creditors,  or  the
admission  by  it in writing of its inability to  pay  its  debts
generally  as they become due, or the taking of corporate  action
by the Company in furtherance of any such action.

     4.   REMEDIES UPON DEFAULT.

          4.1  Acceleration.  Upon each occurrence of an Event of
Default  and at any time during the continuation thereof  (unless
the  principal of this Note shall already have become and be  due
and  payable),  the  Holder, by notice in writing  given  to  the
Company,  may declare the principal of the Note then  outstanding
to  be due and payable immediately, and upon any such declaration
the  same  shall  become  and  be due  and  payable  immediately,
anything herein contained to the contrary notwithstanding.

          4.2   Proceedings and Actions.  During the continuation
of  any  one or more Events of Default, the Holder may  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 of the  Company  as  set
forth  in  Section 1.3 and shall be entitled to receive therefrom
payment  on  such  claims  up  to an  amount  not  exceeding  the
principal amount of this Note plus accrued interest to  the  date
of payment plus reasonable expenses of collection.


     5.   CONVERSION.

          5.1  Exercise of Conversion Privilege.  Upon receipt by
the  Holder  of  notice  of  prepayment  or,  in  the  event  all
outstanding  principal  and  accrued  interest  due   and   owing
hereunder is not paid in full as of the Maturity Date, this  Note
shall be convertible in whole, at the Holder's option into shares
of  the  Company's common stock, $.01 par value  per  share  (the
"Common  Stock"), upon surrender of this Note, at the  office  of
the Company, accompanied by a written notice of conversion in the
form  annexed  hereto in form satisfactory to  the  Company  duly
executed   by  the  registered  Holder  or  its  duly  authorized
attorney,  at a conversion price of $0.10 per share,  subject  to
adjustment  as  hereinafter  provided (the  "Conversion  Price").
Interest  shall  accrue through and including  the  business  day
prior to the date of conversion and shall be credited towards the
exercise  of the conversion rights hereunder.  No adjustments  in
respect  of  dividends  will be made  upon  any  conversion.   No
fractional shares or scrip representing fractional shares will be
issued upon any conversion.

          5.2   Mandatory  Conversion.  If the Company  raises  a
minimum of $3,000,000 in gross proceeds from the private offering
and sale of its equity securities on or before March 31, 2006, at
a  price  per share of at least $0.10 (the "Qualified Offering"):
the  Holder hereby agrees to convert the entire principal  amount
of  the  Note, including all accrued and unpaid interest  through
the  date  of  conversion, into shares of  Common  Stock  of  the
Company  at  the  Conversion Price of $0.10 per  share   in  full
satisfaction of any and all obligations of the Company under  the
Note.   The  conversion of the Note as provided herein  shall  be
deemed  to  occur automatically upon the Company's completion  of
the  Qualified  Offering.  The Company shall provide  the  Holder
notice of the completion of the Qualified Offering and within  10
days  of  such  notice  the Holder shall surrender  the  Note  in
exchange  for  the issuance of the Common Stock, which  shall  be
validly  issued,  fully  paid and non assessable  shares  of  the
Company.

          5.3   Dividends; Reclassifications, etc.   In the event
that  the  Company shall, at any time prior to  the  exercise  of
conversion  rights hereunder:  (i) declare or pay to the  holders
of  the Common Stock a dividend payable in any kind of shares  of
capital  stock  of  the  Company; or (ii) combine,  subdivide  or
otherwise  reclassify  its  Common  Stock  into  the  same  or  a
different  number  of shares with or without  par  value,  or  in
shares of any class or classes; or (iii) transfer its property as
an entirety or substantially as an entirety to any other company;
or  (iv)  make any distribution of its assets to holders  of  its
Common Stock as a liquidation or partial liquidation dividend  or
by  way of return of capital; then, in each case, each Conversion
Price,  and  the  number  and  kind of  shares  of  Common  Stock
receivable upon conversion of this Note, in effect at the time of
the  record  date for such dividend or distribution,  or  of  the
effective    date    of   such   subdivision,   combination    or
reclassification, shall be proportionally adjusted  so  that  the
holder  upon the subsequent exercise of conversion rights,  shall
receive,  in  addition to or in substitution for  the  shares  of
Common  Stock to which it would otherwise be entitled  upon  such
exercise, such additional shares of capital stock or scrip of the
Company,  or  such reclassified shares of capital  stock  of  the
Company,  or  such shares of the securities or  property  of  the
Company  resulting  from such transfer, or  such  assets  of  the
Company,  which  it would have been entitled to  receive  had  it
exercised these conversion rights prior to the happening  of  any
of   the  foregoing  events.   Such  adjustment  shall  be   made
successively whenever any of the foregoing events shall occur.

          5.4   Registration  of  Transfer  or  Conversion.   The
Company shall maintain books for the transfer and registration of
Notes.   Upon  the  transfer of any Note in accordance  with  the
provisions  of  Section 8.2 hereof, the Company shall  issue  and
register  the  Note in the names of the new holders.   The  Notes
shall  be  signed  manually  by  the  Chairman,  Chief  Executive
Officer,  President or any Vice President and  the  Secretary  or
Assistant  Secretary of the Company.  The Company shall  convert,
from  time  to time, any outstanding Notes upon the books  to  be
maintained by the Company for such purpose upon surrender thereof
for  conversion  properly endorsed or accompanied by  appropriate
instructions for conversion.  Subject to the terms of this  Note,
upon surrender of this Note the Company shall promptly issue  and
deliver  to or upon the written order of the Holder of such  Note
and  in  such  name  or  names as such Holder  may  designate,  a
certificate  or  certificates for the number of  full  shares  of
Common Stock due to such Holder upon the conversion of this  Note
(the  "Conversion  Shares").   Such certificate  or  certificates
shall  be deemed to have been issued and any person so designated
to  be named therein shall be deemed to have become the Holder of
record  of such Conversion Shares as of the date of the surrender
of  this  Note;  provided,  however, that  if,  at  the  date  of
surrender the transfer books of the Common Stock shall be closed,
the  certificates for the Conversion Shares shall be issuable  as
of  the  next date on which such books shall be opened and  until
such  date  the  Company shall be under no duty  to  deliver  any
certificate  for  such  Conversion  Shares;  provided,   further,
however,  that such transfer books, unless otherwise required  by
law  or  by  applicable rule of any national securities exchange,
shall  not be closed at any one time for a period longer than  20
days.

          5.5  Notice to Holder.  If, at any time while this Note
is  outstanding,  the Company shall pay any dividend  payable  in
cash or in Common Stock, shall offer to the holders of its Common
Stock for subscription or purchase by them any shares of stock of
any  class  or any other rights, or shall enter into an agreement
to  merge  or  consolidate with another corporation, the  Company
shall  cause notice thereof to be mailed to the registered holder
of  this Note at its address appearing on the registration  books
of  the Company, at least ten (10) days prior to the record  date
as  of  which holders of Common Stock shall participate  in  such
dividend,  distribution or subscription or  other  rights  or  at
least ten (10) days prior to the effective date of the merger  or
consolidation.   Failure  to  give notice  as  required  by  this
Section, or any defect therein, shall not affect the legality  or
validity  of any dividend, distribution or subscription or  other
right.

          5.5   Adjustments to Conversion Price.   The Conversion
Price  in effect at the time of the exercise of conversion rights
hereunder  as  set  forth  in Section 5.1  shall  be  subject  to
adjustment from time to time as set forth in Section 5.3 hereof.

               5.5.1      De  Minimis Adjustments.   Anything  in
this  Section 5.5 to the contrary notwithstanding, no  adjustment
in  the Conversion Price shall be required unless such adjustment
would  require  an increase or decrease of at least  ten  percent
(10%)  in  such  Conversion Price; provided,  however,  that  any
adjustments  which  by reason of this subsection  5.5.1  are  not
required  to  be  made shall be carried forward  and  taken  into
account in making subsequent adjustments.  All calculations under
Section 5.5 shall be made to the nearest cent.

               5.5.2       Notice   of  Adjustment.    Upon   any
adjustment  of the Conversion Price, then and in each  such  case
the  Company  shall promptly deliver a notice to  the  registered
Holder  of  this  Note, which notice shall state  the  Conversion
Price resulting from such adjustment, setting forth in reasonable
detail  the  method of calculation and the facts upon which  such
calculation is based.

          5.6   Assurances.   The  Company  shall  be  under   no
obligation  to  effect such conversion into  Common  Stock  until
either it has received such assurances as it may require that the
Common  Stock  to be so issued is being taken for investment  and
not for distribution or such issuance is exempt from registration
under  the  Act or a registration statement under  the  Act  with
respect to such Common Stock has been declared effective.

     6.   PREPAYMENT.

      This  Note may be prepaid in whole or in part, at any  time
without  premium  or penalty at the option of the  Company  at  a
prepayment  price  equal to 100% of the principal  amount  to  be
prepaid  plus  interest  to the prepayment  date.   In  order  to
exercise  its  right of prepayment hereunder, the  Company  shall
send  written notice to the Holder of the Company's intention  to
exercise its prepayment rights hereunder.

     7.   TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.

          7.1   The  Holder of this Note, each transferee  hereof
and  any Holder and transferee of any Conversion Shares,  by  his
acceptance  thereof,  agrees that (i) no public  distribution  of
Notes or Conversion Shares will be made in violation of the  Act,
and  (ii) during such period as the delivery of a prospectus with
respect  to the Conversion Shares may be required by the Act,  no
public  distribution of the Conversion Shares will be made  in  a
manner  or on terms different from those set forth in, or without
delivery  of,  a  prospectus  then meeting  the  requirements  of
Section  10  of  the Act and in compliance with applicable  state
securities  laws.   The Holder of this Note and  each  transferee
hereof  further agrees that if any distribution of any Conversion
Shares  is proposed to be made by them otherwise than by delivery
of  a  prospectus meeting the requirements of Section 10  of  the
Act,  such  action  shall be taken only after submission  to  the
Company of an opinion of counsel, reasonably satisfactory in form
and  substance to the Company's counsel, to the effect  that  the
proposed distribution will not be in violation of the Act  or  of
applicable  state law.  Furthermore, it shall be a  condition  to
the transfer of this Note that any transferee thereof deliver  to
the  Company his written agreement to accept and be bound by  all
of the terms and conditions contained in this Note.

          7.2   Neither this Note, the Conversion Shares, nor any
other  security issued or issuable upon conversion of  this  Note
may be sold or otherwise disposed of except as follows:

               (1)  To a person who, in the opinion of counsel to
the  Company, is a person to whom this Note or Conversion  Shares
may  legally be transferred without registration and without  the
delivery  of  a  current prospectus under the  Act  with  respect
thereto  and  then only against receipt of an agreement  of  such
person to comply with the provisions of this Subsection (1)  with
respect  to  any  resale or other disposition of such  securities
which  agreement shall be satisfactory in form and  substance  to
the  Company  and its counsel; provided that the foregoing  shall
not  apply to any such Note, Conversion Shares or other  security
as  to  which  such Holder shall have received an opinion  letter
from counsel to the Company as to the exemption thereof from  the
registration under the Act pursuant to Rule 144(k) under the Act;
or

               (2)   To  any person upon delivery of a prospectus
then  meeting  the  requirements of  the  Act  relating  to  such
securities and the offering thereof for such sale or disposition.

          7.3  Each certificate for Conversion Shares issued upon
conversion  of  this  Note shall bear a legend  relating  to  the
non-registered  status of such Conversion Shares under  the  Act,
unless  at  the  time of conversion of this Note such  Conversion
Shares   are   subject  to  a  currently  effective  registration
statement under the Act.

     8.   MISCELLANEOUS.

          8.1   No  Recourse.   No  recourse  whatsoever,  either
directly  or  through  the Company or any  trustee,  receiver  or
assignee, shall be had in any event or in any manner against  any
past,  present or future stockholder, director or officer of  the
Company for the payment of, principal of or interest on this Note
or  any  of  them or for any claim based thereon or otherwise  in
respect this Note, this Note being a corporate obligation only.

          8.2   Registered  Owner;  Note  Non-Transferable.   The
Company  shall consider and treat the person in whose  name  this
Note  shall be registered as the absolute owner thereof  for  all
purposes whatsoever, and the Company shall not be affected by any
notice to the contrary.  This Note is non-transferable, except by
operation of law or pursuant to Section 7, and is non-negotiable.
In  the  case of any transfer by operation of law, the transferee
agrees  to notify the Company of such transfer and of his address
and  to  submit appropriate evidence satisfactory to the  Company
regarding  such transfer so that this Note may be  registered  in
the name of the transferee.

          8.3   Notices.   All communications provided  hereunder
shall  be in writing and, if to the Company, delivered or  mailed
by registered or certified mail addressed to Diasense, Inc., 2275
Swallow   Hill  Road,  Building  2500,  Pittsburgh,   PA   15220,
Attention:   CEO, or, if to the Holder at the address  shown  for
the  Holder in the registration books maintained by the  Company.
Copies  of  all notices should be provided to Reed Smith  Shaw  &
McClay  LLP,  One  Riverfront Plaza, Newark, New  Jersey,  07102,
Attention: Gerard S. DiFiore, Esq.

          8.4   No Rights of a Stockholder.  The Holder shall not
be entitled to any rights of a stockholder of the Company, either
at  law  or  in equity, until such time as the Holder shall  have
elected  to  convert all or a portion of this Note and Conversion
Shares shall have been issued to the Holder.

          8.5   Stamp  Tax.  The Company will pay any documentary
stamp  taxes attributable to the initial issuance of  the  Common
Stock  issuable  upon  the  conversion of  this  Note;  provided,
however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in
the issuance or delivery of any certificates for the Common Stock
in  a name other than that of the Holder in respect of which such
Common Stock is issued, and in such case the Company shall not be
required to issue or deliver any certificate for the Common Stock
until the person requesting the same has paid to the Company  the
amount   of   such  tax  or  has  established  to  the  Company's
satisfaction that such tax has been paid.

          8.6   Lost,  Stolen or Mutilated Notes.  In  case  this
Note  shall be mutilated, lost, stolen or destroyed, the  Company
may,  in  its  discretion,  issue and  deliver  in  exchange  and
substitution for and upon cancellation of the mutilated Note,  or
in  lieu  of  and  substitution for the  Note,  lost,  stolen  or
destroyed,  a  new  Note  of  like  tenor  and  representing   an
equivalent  right or interest, but only upon receipt of  evidence
satisfactory  to the Company of such loss, theft  or  destruction
and an indemnity, if requested, also satisfactory to it.

          8.7   Reserved Shares.  The Company warrants that there
have been reserved, and covenants that at all times in the future
it shall keep reserved, out of the authorized and unissued Common
Stock,  a number of shares sufficient to provide for the exercise
of  the  rights  of  conversion represented by  this  Note.   The
Company  agrees that all shares issuable upon conversion of  this
Note  shall  be, at the time of delivery of the certificates  for
such  shares,  validly  issued and outstanding,  fully  paid  and
non-assessable and that the issuance of such shares will not give
rise to preemptive rights in favor of existing shareholders.

          8.8   Governing Law.  This Note shall be  construed  in
accordance  with and governed by the laws of the Commonwealth  of
Pennsylvania,   without  giving  effect  to  conflict   of   laws
principles.

          IN WITNESS WHEREOF, Diasense, Inc. has caused this Note
to  be  signed in its corporate name by its President and  to  be
dated the day and year as written.

                              DIASENSE, INC.


                              By:  /s/ Keith R. Keeling

                              Name:     Keith R. Keeling

                              Title     Chief Executive Officer

                              Date:
November 15, 2005
Attest:


By:  /s/ Steven L. McDonald


[SEAL]

                           Assignment



For value received I hereby assign, subject to the provisions  of
Section      7,      to     _______________     ________________,
$__________________  principal amount  of  the  Convertible  Note
evidenced  hereby and hereby irrevocably appoint  _______________
_______________,  as the  undersigned's duly authorized  attorney
to transfer the Note on the books of the within named corporation
with full power of substitution in the premises.

                                   ______________________________


Dated:


In the presence of:


_______________________________________




No  purported  assignment of this Note shall be effective  unless
the provisions of Section 8 shall have been complied with and the
Company  shall  have  received  prior  written  notice  of,   and
consented to, such assignment.

                       CONVERSION NOTICE


                      TO:  DIASENSE, INC.


The  undersigned holder of this Note hereby irrevocably exercises
the  option to convert $______________ principal amount  of  such
Note  into shares of Diasense, Inc., in accordance with the terms
of  such  Note,  and  directs that the  shares  of  Common  Stock
issuable  and  deliverable  upon such conversion  be  issued  and
delivered  to  the undersigned unless a different name  has  been
indicated  below.  If shares of Common Stock are to be issued  in
the  name of a person other than the undersigned holder  of  such
Note,  the  undersigned will pay all transfer taxes payable  with
respect thereto.



                    ______________________________________
                    Name and address of Holder


                    ______________________________________
                    Signature of Holder


                    Principal amount converted $ ___________


     If shares are to be issued otherwise then to the holder:


____________________________  ___________________________________
Name  of  Transferee          Address  and  SS#   of Transferee

                              ___________________________________


                              ___________________________________