exhibit4-2.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [FORM
OF SERIES D SENIOR SECURED CONVERTIBLE NOTE]

     

    THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

     

    ANY
TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE,
INCLUDING SECTIONS 3(c)(iv) AND 21(a) HEREOF.  THE PRINCIPAL AMOUNT
REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF
PURSUANT TO SECTION 3(c)(iv) OF THIS NOTE.

     

    Earth
Biofuels, Inc.

     

    Series
D Senior Secured Convertible Note

     

    
      	
              Original
      Issuance Date:  June 26, 2008

              Exchange
      Date:          [_________
      __], 200[_]

            	
              Original
      Principal Amount:  U.S.
      $1,765,000

            


    

    


    FOR VALUE RECEIVED, Earth
Biofuels, Inc., a Delaware corporation (the "Company"), hereby promises to
pay to the order of CASTLERIGG PNG INVESTMENTS LLC or registered assigns ("Holder") the amount set out
above as the Original Principal Amount (as reduced pursuant to the terms hereof
pursuant to redemption, conversion or otherwise, and as increased to include the
amount of any Capitalized Interest (as defined below), the "Principal") when due, whether
upon the Maturity Date (as defined below), acceleration, redemption or otherwise
(in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding
Principal at the applicable Interest Rate from the Redemption Expiration Date
(as defined below) until the same becomes due and payable, whether upon an
Interest Date (as defined below), any Redemption Date or the Maturity Date or
acceleration, conversion, redemption or otherwise (in each case in accordance
with the terms hereof).  This Series D Senior Secured Convertible Note
(including all Series D Senior Secured Convertible Notes issued in exchange,
transfer or replacement hereof, this "Note") amends, supplements,
modifies and completely restates and supersedes the Amended and Restated Series
B Senior Secured Exchangeable Convertible Note, dated as of June 26, 2008 (the
"Existing Holder Note"),
issued by the Company in the original principal amount of $3,000,000 to the
Holder but shall not, except as specifically amended hereby or as set forth in
the Amendment and Exchange Agreement (as defined below), constitute a release,
satisfaction or novation of any of the obligations under the Existing Holder
Note or any other Transaction Document (as defined in the Amendment and Exchange
Agreement).  This Note is one of an issue of Series D Senior Secured
Convertible Notes issued pursuant to the Amendment and Exchange Agreement dated
as of date set out above as the Exchange Date (the "Exchange Date") by and between
the Buyer (as defined in the Amendment and Exchange Agreement) and the Company
(the "Amendment and Exchange
Agreement") (collectively, the "Notes" and such other Series D
Senior Secured Convertible Notes, the "Other Notes").  Certain
capitalized terms used herein are defined in Section 31.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (1)           PAYMENTS OF
PRINCIPAL.  a) On the Maturity Date, the Company shall pay to
the Holder an amount representing all outstanding Principal, accrued and unpaid
Interest and accrued and unpaid Late Charges on such Principal and Interest (the
"Maturity
Amount").  The "Maturity Date" shall be [_______ __],
20[__]1, as may be extended at the option of the
Holder (i) in the event that, and for so long as, an Event of Default (as
defined in Section 5(a)) shall have occurred and be continuing on the Maturity
Date (as may be extended pursuant to this Section 1) or any event shall have
occurred and be continuing on the Maturity Date (as may be extended pursuant to
this Section 1) that with the passage of time and the failure to cure would
result in an Event of Default and (ii) through the date that is ten (10)
Business Days after the consummation of a Change of Control in the event that a
Change of Control is publicly announced or a Change of Control Notice (as
defined in Section 6(b)) is delivered prior to the Maturity
Date.  Other than as specifically permitted by this Note, the Company
may not prepay any portion of the outstanding Principal, accrued and unpaid
interest or accrued and unpaid Late Charges on Principal and Interest, if
any.

     

    (b)           The
Maturity Amount shall be payable on the Maturity Date, to the record holder of
this Note on the Maturity Date, in shares of Common Stock (as defined below) so
long as there has been no Equity Conditions Failure; provided however, that the
Company may, at its option following notice to the Holder, either pay such
Maturity Amount in cash  or in a combination of cash and shares of
Common Stock.  The Company shall deliver a written notice (the "Maturity Election Notice") to
each holder of the Notes on or prior to the twentieth (20th)
Business Day prior to (the date such notice is delivered to all of the holders,
the "Maturity Election Notice
Date") which notice (1) either (A) confirms that the Maturity Amount
shall be paid entirely in shares of Common Stock or (B) elects to pay such
Maturity Amount in cash or a combination of cash and shares of Common Stock and
specifies the amount of such Maturity Amount that shall be paid in cash and the
amount, if any, of such Maturity Amount that shall be paid in shares of Common
Stock and (2) if any portion of the Maturity Amount shall be paid in shares of
Common Stock, certifies that there has been no Equity Conditions
Failure.  If any portion of the Maturity Amount is paid in shares of
Common Stock, then the Company shall pay to the Holder, in accordance with
Section 1(c), a number of shares of Common Stock equal to (x) the portion of the
Maturity Amount payable in shares of Common Stock divided by (y) the then
applicable Conversion Price (as defined below).  Any portion of the
Maturity Amount to be paid on the Maturity Date in shares of Common Stock shall
be paid in a number of fully paid and nonassessable shares of Common Stock
(rounded to the nearest whole share).  If the Equity Conditions were
satisfied as of the Maturity Election Notice Date but the Equity Conditions are
no longer satisfied at any time prior to the Maturity Date, the Company shall
provide the Holder a subsequent notice to that effect indicating that unless the
Holder waives the Equity Conditions, the Maturity Amount shall be paid in
cash.

     

    (c)           On
the Maturity Date the Company shall (i) with respect to any portion of the
Maturity Amount to be paid in shares of Common Stock:  (A) provided
that the Company's transfer agent (the "Transfer Agent") is
participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer Program, credit such aggregate number of shares of Common
Stock to which the Holder shall be entitled to the Holder's or its
designee's

     

    

      

    

      
      1 Insert
twelve (12) month anniversary of the Exchange Date.

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    balance
account with DTC through its Deposit Withdrawal Agent Commission system, or (B)
if the foregoing shall not apply, issue and deliver on the Maturity Date, to the
address set forth in the register maintained by the Company for such purpose
pursuant to the Securities Purchase Agreement or to such address as specified by
the Holder in writing to the Company at least two (2) Business Days prior to
such Maturity Date, a certificate, registered in the name of the Holder or its
designee, for the number of shares of Common Stock to which the Holder shall be
entitled and (ii) with respect to any portion of the Maturity Amount to be paid
in cash, pay to the Holder in cash by wire transfer of immediately available
funds, the amount of such cash portion of the Maturity Amount.

     

    (2)           INTEREST; INTEREST
RATE.  Interest on this Note shall commence accruing on June
26, 2008 and shall be computed on the basis of a 360-day year comprised of
twelve (12) thirty (30) day months and shall be payable in arrears for each
Calendar Quarter on the first day of the succeeding Calendar Quarter during the
period beginning on June 26, 2008 and ending on, and including, the Maturity
Date (each, an "Interest
Date") with the first
Interest Date being July 1, 2009.  Interest shall be payable on each
Interest Date, to the record holder of this Note on the applicable Interest
Date, and to the extent that any Principal amount of this Note is converted
prior to such Interest Date, accrued and unpaid Interest with respect to such
converted Principal amount and accrued and unpaid Late Charges with respect to
such Principal and Interest shall be paid on the Conversion Date (as defined
below) to the record holder of this Note on the applicable Conversion Date, in
cash ("Cash Interest");
provided however, that the Company may, at its option following notice to the
Holder elect pursuant to an Interest Election Notice (as defined below) to
capitalize such Interest on and as of each Interest Date by adding it to the
then outstanding Principal of this Note (the "Capitalized
Interest").  The Company shall deliver a written notice (each,
an "Interest Election
Notice") to each holder of the Notes on or prior to the Interest Notice
Due Date (the date such notice is delivered to all of the holders, the "Interest Notice Date") which
notice (1) either (A) confirms that the Company shall pay Interest as Cash
Interest or (B) elects to pay Interest as Capitalized Interest or a combination
of Cash Interest and Capitalized Interest and specifies the amount of Interest
that shall be paid as Cash Interest and Capitalized Interest.  From
and after the occurrence and during the continuance of an Event of Default, the
Interest Rate shall be increased to the rate which is the lesser of (x)
twenty-eight percent (28.0%), or (y) the highest rate permitted by law to accrue
under this Note.  In the event that such Event of Default is
subsequently cured, the adjustment referred to in the preceding sentence shall
cease to be effective as of the date of such cure; provided that the Interest as
calculated and unpaid at such increased rate during the continuance of such
Event of Default shall continue to apply to the extent relating to the days
after the occurrence of such Event of Default through and including the date of
cure of such Event of Default.

     

    (3)           CONVERSION OF
NOTES.  This Note shall be convertible into shares of the
Company's common stock, par value $0.001 per share (the "Common Stock"), on the terms
and conditions set forth in this Section 3.

     

    (a)           Conversion
Right.  Subject to the provisions of Section 3(d), at any time
or times on or after the Exchange Date, the Holder shall be entitled to convert
any portion of the outstanding and unpaid Conversion Amount (as defined below)
into fully paid and nonassessable shares of Common Stock in accordance with
Section 3(c), at the Conversion Rate (as defined below).  The Company
shall not issue any fraction of a share of Common Stock upon

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    any
conversion.  If the issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such fraction of a
share of Common Stock up to the nearest whole share.  The Company
shall pay any and all transfer, stamp and similar taxes that may be payable with
respect to the issuance and delivery of Common Stock upon conversion of any
Conversion Amount.

     

    (b)           Conversion
Rate.  The number of shares of Common Stock issuable upon
conversion of any Conversion Amount pursuant to Section 3(a) shall be determined
by dividing (x) such Conversion Amount by (y) the Conversion Price (the "Conversion
Rate").

     

    (i)           "Conversion Amount" means the
portion of the Principal to be converted, redeemed or otherwise with respect to
which this determination is being made.

     

    (ii)           "Conversion Price" means, as of
any Conversion Date (as defined below) or other date of determination, $0.025,
subject to adjustment as provided herein; provided, however, that following the
consummation of the Reverse Split as defined in the Company's Definitive
Information Statement on Schedule 14C filed with the Commission on March 11,
2008, the Conversion Price shall be $0.50.

     

    (c)           Mechanics of
Conversion.

     

    (i)           Optional
Conversion.  To convert any Conversion Amount into shares of
Common Stock on any date (a "Conversion Date"), the Holder
shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior
to 11:59 p.m., New York Time, on such date, a copy of an executed notice of
conversion in the form attached hereto as Exhibit I (the "Conversion Notice") to the
Company and (B) if required by Section 3(c)(iii), surrender this Note to a
nationally recognized overnight delivery service for delivery to the Company (or
an indemnification undertaking with respect to this Note in the case of its
loss, theft or destruction).  On or before the first (1st)
Business Day following the date of receipt of a Conversion Notice, the Company
shall transmit by facsimile a confirmation of receipt of such Conversion Notice
to the Holder and the Transfer Agent.  On or before the third (3rd)
Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (1)
(X) provided that the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, credit such aggregate number of shares of Common
Stock to which the Holder shall be entitled to the Holder's or its designee's
balance account with DTC through its Deposit Withdrawal Agent Commission system
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and deliver to the address as specified in
the Conversion Notice, a certificate, registered in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder shall
be entitled which certificates shall not bear any restrictive legends; and (2)
(X) pay to the Holder in cash an amount equal to the accrued and unpaid Interest
on the Conversion Amount up to and including the Conversion Date, (Y) deliver to
the Holder an Interest Election Notice electing to treat the accrued and unpaid
Interest on the Conversion Amount as Capitalized Interest or (Z) credit to the
Holder's balance account with DTC, or issue and deliver a certificate to the
Holder, for an aggregate amount of shares of Common Stock equal to the result
obtained by dividing (I) the accrued and unpaid Interest on the Conversion
Amount up to and including the Conversion

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Date by
(II) the applicable Conversion Price set forth in the Conversion
Notice.  If this Note is physically surrendered for conversion as
required by Section 3(c)(iii) and the outstanding Principal of this Note is
greater than the Principal portion of the Conversion Amount being converted,
then the Company shall as soon as practicable and in no event later than three
(3) Business Days after receipt of this Note and at its own expense, issue and
deliver to the holder a new Note (in accordance with Section 21(d)) representing
the outstanding Principal not converted.  The Person or Persons
entitled to receive the shares of Common Stock issuable upon a conversion of
this Note shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on the Conversion Date.

     

    (ii)           Company's Failure to Timely
Convert.  If within three (3) Trading Days after the Company's
receipt of the facsimile copy of a Conversion Notice the Company shall fail to
issue and deliver a certificate to the Holder or credit the Holder's balance
account with DTC for the number of shares of Common Stock to which the Holder is
entitled upon such holder's conversion of any Conversion Amount (a "Conversion Failure"), and if
on or after such Trading Day the Holder purchases (in an open market transaction
or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of
Common Stock issuable upon such conversion that the Holder anticipated receiving
from the Company (a "Buy-In"), then the Company
shall, within three (3) Business Days after the Holder's request and in the
Holder's discretion, either (i) pay cash to the Holder in an amount equal to the
Holder's total purchase price (including brokerage commissions and other out of
pocket expenses, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which
point the Company's obligation to deliver such certificate (and to issue such
Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver
to the Holder a certificate or certificates representing such Common Stock and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In
Price over the product of (A) such number of shares of Common Stock, times (B)
the Closing Bid Price on the Conversion Date.

     

    (iii)           Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of
any portion of this Note in accordance with the terms hereof, the Holder shall
not be required to physically surrender this Note to the Company unless (A) the
full Conversion Amount represented by this Note is being converted or (B) the
Holder has provided the Company with prior written notice (which notice may be
included in a Conversion Notice) requesting reissuance of this Note upon
physical surrender of this Note.  The Holder and the Company shall
maintain records showing the Principal, Interest and Late Charges converted and
the dates of such conversions or shall use such other method, reasonably
satisfactory to the Holder and the Company, so as not to require physical
surrender of this Note upon conversion.

     

    (iv)           Pro Rata Conversion;
Disputes.  In the event that the Company receives a Conversion
Notice from more than one holder of Notes for the same Conversion Date and the
Company can convert some, but not all, of such portions of the Notes submitted
for conversion, the Company, subject to Section 3(d), shall convert from each
holder of Notes electing to have Notes converted on such date a pro rata amount
of such holder's portion of its Notes submitted for conversion based on the
principal amount of Notes submitted for conversion on such date by such holder
relative to the aggregate principal amount of all Notes submitted for conversion
on such date.  In the event of a dispute as to the number of shares of
Common Stock issuable to the Holder in connection with a conversion of this
Note, the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Company
shall issue to the Holder the number of shares of Common Stock not in dispute
and resolve such dispute in accordance with Section 26.

     

    (d)           Limitations on
Conversions: Beneficial
Ownership.  The Company shall not effect any conversion of this
Note or otherwise issue shares of Common Stock pursuant to Section 3(c) hereof
or Sections 9 or 10 hereof, and the Holder of this Note shall not have the right
to convert any portion of this Note pursuant to Section 3(a), to the extent that
after giving effect to such conversion, the Holder (together with the Holder's
affiliates) would beneficially own in excess of 1.247% (the "Maximum Percentage") of the
number of shares of Common Stock outstanding immediately after giving effect to
such conversion.  For purposes of the foregoing sentence, the number
of shares of Common Stock beneficially owned by the Holder and its affiliates
shall include the number of shares of Common Stock issuable upon conversion of
this Note with respect to which the determination of such sentence is being
made, but shall exclude the number of shares of Common Stock which would be
issuable upon (A) conversion of the remaining, nonconverted portion of this Note
beneficially owned by the Holder or any of its affiliates and (B) exercise or
conversion of the unexercised or nonconverted portion of any other securities of
the Company (including, without limitation, any Other Notes or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its
affiliates.  Except as set forth in the preceding sentence, for
purposes of this Section 3(d), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934
Act").  For purposes of this Section 3(d), in determining the
number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in (x) the Company's most
recent Form 10-KSB, Form 10-QSB or Form 8-K, as the case may be (y) a more
recent public announcement by the Company or (z) any other notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock
outstanding.  For any reason at any time, upon the written request of
the Holder, the Company shall within one (1) Business Day confirm in writing to
the Holder the number of shares of Common Stock then outstanding.  In
any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company,
including this Note, by the Holder or its affiliates since the date as of which
such number of outstanding shares of Common Stock was reported.  By
written notice to the Company, the Holder may increase or decrease the Maximum
Percentage to any other percentage not in excess of 9.99% specified in such
notice; provided that (x) any such increase will not be effective until the
sixty-first (61st) day
after such notice is delivered to the Company, and (y) any such increase or
decrease will apply only to the Holder and not to any other holder of
Notes.

     

    (4)           [INTENTIONALLY
OMITTED.]

     

    (5)           RIGHTS UPON EVENT OF
DEFAULT.

     

    (a)           Event of
Default.  Each of the following events shall constitute an
"Event of
Default":

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i)           the
suspension from trading or failure of the Common Stock to be listed on an
Eligible Market for a period of five (5) consecutive Trading Days or for more
than an aggregate of ten (10) Trading Days in any 365-day period;

     

    (ii)           the
Company's (A) failure to cure a Conversion Failure by delivery of the required
number of shares of Common Stock within ten (10) Business Days after the
applicable Conversion Date or (B) notice, written or oral, to any holder of the
Notes, including by way of public announcement, at any time, of its intention
not to comply with a request for conversion of any Notes into shares of Common
Stock that is tendered in accordance with the provisions of the Notes, other
than pursuant to Section 3(d);

     

    (iii)           at
any time following the tenth (10th)
consecutive Business Day following the Authorized Share Failure Deadline that
the Holder's Authorized Share Allocation is less than the number of shares of
Common Stock that the Holder would be entitled to receive upon a conversion of
the full Conversion Amount of this Note (without regard to any limitations on
conversion set forth in Section 3(d) or otherwise);

     

    (iv)           the
Company's failure to pay to the Holder any amount of Principal, Interest, Late
Charges or other amounts when and as due under this Note (including, without
limitation, the Company's failure to pay any redemption payments or amounts
hereunder) or any other Transaction Document or any other agreement, document,
certificate or other instrument delivered in connection with the transactions
contemplated hereby and thereby to which the Holder is a party, except, in the
case of a failure to pay Interest and Late Charges when and as due, in which
case only if such failure continues for a period of at least ten (10) Business
Days;

     

    (v)           the
occurrence of any default under, redemption of or acceleration prior to maturity
of any Indebtedness of the Company or any of its Subsidiaries (as defined in
Section 3(a) of the Securities Purchase Agreement) which, individually or in the
aggregate, exceeds $500,000, other than with respect to any Other
Notes;

     

    (vi)           the
Company or any of its Subsidiaries, pursuant to or within the meaning of Title
11, U.S. Code, or any similar Federal, foreign or state law for the relief of
debtors (collectively, "Bankruptcy Law"), (A)
commences a voluntary case, (B) consents to the entry of an order for relief
against it in an involuntary case, (C) consents to the appointment of a
receiver, trustee, assignee, liquidator or similar official (a "Custodian"), (D) makes a
general assignment for the benefit of its creditors or (E) admits in writing
that it is generally unable to pay its debts as they become due;

     

    (vii)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (A) is for relief against the Company or any of its Subsidiaries in an
involuntary case, (B) appoints a Custodian of the Company or any of its
Subsidiaries or (C) orders the liquidation of the Company or any of its
Subsidiaries;

     

    (viii)                      a
final judgment or judgments for the payment of money aggregating in excess of
$1,500,000 are rendered against the Company or any of its Subsidiaries and which
judgments are not, within sixty (60) days after the entry thereof, bonded,
discharged

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    or stayed
pending appeal, or are not discharged within sixty (60) days after the
expiration of such stay; provided, however, that any judgment which is covered
by insurance or an indemnity from a credit worthy party shall not be included in
calculating the $1,500,000 amount set forth above
so long as the Company provides the Holder a written statement from such insurer
or indemnity provider (which written statement shall be reasonably satisfactory
to the Holder) to the effect that such judgment is covered by insurance or an
indemnity and the Company will receive the proceeds of such insurance or
indemnity within thirty (30) days of the issuance of such judgment;

     

    (ix)           the
Company  breaches any representation, warranty, covenant or other term or
condition of any Transaction Document, which breach has or is likely to have a
cost or adverse impact on the Company or the Holders (including by reduction in
the value of the shares of Common Stock deliverable in connection with the
Transaction Documents) in excess of $250,000, except, in the case of a breach of
a covenant or other term or condition of any Transaction Document which is
curable, only if such breach continues for a period of at least ten (10)
consecutive Business Days;

     

    (x)           any
breach or failure in any respect to comply with either of Sections 9 or 15 of
this Note;

     

    (xi)           the
Company or any Subsidiary shall fail to perform or comply with any covenant or
agreement contained in any Security Document (as defined in the Amendment and
Exchange Agreements) to which it is a party;

     

    (xii)           any
material provision of any Security Document (as determined by the Collateral
Agent (as defined in the Amendment and Exchange Agreements)) shall at any time
for any reason (other than pursuant to the express terms thereof) cease to be
valid and binding on or enforceable against the Company or any Subsidiary
intended to be a party thereto, or the validity or enforceability thereof shall
be contested by any party thereto, or a proceeding shall be commenced by the
Company or any Subsidiary or any governmental authority having jurisdiction over
any of them, seeking to establish the invalidity or unenforceability thereof, or
the Company or any Subsidiary shall deny in writing that it has any liability or
obligation purported to be created under any Security Document;

     

    (xiii)                      any
Security Document, after delivery thereof pursuant hereto, shall for any reason
fail or cease to create a valid and perfected and, except to the extent
permitted by the terms hereof or thereof, (I) first priority Lien in favor of
the Collateral Agent for the Collateral (as defined in the Security Documents)
described on Schedule
5(a)(xiii)(I) attached hereto, (II) a second priority Lien in favor of
the Collateral Agent for the Collateral described on Schedule
5(a)(xiii)(II) attached hereto, and (III) a third priority Lien in favor
of the Collateral Agent for the Collateral described on Schedule
5(a)(xiii)(III) attached hereto, in each case for the benefit of the
holders of the Notes;

     

    (xiv)                      any
bank at which any deposit account, blocked account, or lockbox account of the
Company or any Subsidiary is maintained shall fail to comply with any material
term of any deposit account, blocked account, lockbox account or similar
agreement to which such bank is a party or any securities intermediary,
commodity intermediary or other

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    financial
institution at any time in custody, control or possession of any investment
property of the Company or any Subsidiary shall fail to comply with any of the
terms of any investment property control agreement to which such Person is a
party (it being understood that only accounts pursuant to which the Collateral
Agent has requested account control agreements should be subject to this clause
(xiv));

     

    (xv)           any
material damage to, or loss, theft or destruction of, any Collateral, whether or
not insured, or any strike, lockout, labor dispute, embargo, condemnation, act
of God or public enemy, or other casualty which causes, for more than fifteen
(15) consecutive days, the cessation or substantial curtailment of revenue
producing activities at any facility of the Company or any Subsidiary, if any
such event or circumstance could reasonably be expected to have a Material
Adverse Effect (as defined in the Securities Purchase Agreement);

     

    (xvi)                      [INTENTIONALLY
OMITTED]; or

     

    (xvii)                      any
Event of Default (as defined in the Other Notes) occurs with respect to any
Other Notes, the other December Amendment Notes or the Existing
Notes.

     

    (b)           Redemption
Right.  Upon the occurrence of an Event of Default with respect
to this Note or any Other Note, the Company shall within one (1) Business Day
deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to
the Holder.  At any time after the earlier of the Holder's receipt of
an Event of Default Notice and the Holder becoming aware of an Event of Default,
the Holder may require the Company to redeem all or any portion of this Note by
delivering written notice thereof (the "Event of Default Redemption
Notice") to the Company, which Event of Default Redemption Notice shall
indicate the portion of this Note the Holder is electing to
redeem.  Each portion of this Note subject to redemption by the
Company pursuant to this Section 5(b) shall be redeemed by the Company at a
price equal to the greater of (i) the product of (A) the sum of the Conversion
Amount to be redeemed together with accrued and unpaid Interest with respect to
such Conversion Amount and accrued and unpaid Late Charges with respect to such
Conversion Amount and Interest and (B) the Redemption Premium and (ii) the
product of (A) the Conversion Rate with respect to such sum of the Conversion
Amount together with accrued and unpaid Interest with respect to such Conversion
Amount and accrued and unpaid Late Charges with respect to such Conversion
Amount and Interest in effect at such time as the Holder delivers an Event of
Default Redemption Notice and (B) the product of (1) the Equity Value Redemption
Premium and (2) the greater of (x) the Closing Sale Price of the Common Stock on
the date immediately preceding such Event of Default, (y) the Closing Sale Price
of the Common Stock on the date immediately after such Event of Default and (z)
the Closing Sale Price of the Common Stock on the date the Holder delivers the
Event of Default Redemption Notice (the "Event of Default Redemption
Price").  Redemptions required by this Section 5(b) shall be
made in accordance with the provisions of Section 11.  To the extent
redemptions required by this Section 5(b) are deemed or determined by a court of
competent jurisdiction to be prepayments of the Note by the Company, such
redemptions shall be deemed to be voluntary prepayments.  The parties
hereto agree that in the event of the Company's redemption of any portion of the
Note under this Section 5(b), the Holder's damages would be uncertain and
difficult to estimate because of the parties' inability to predict future
interest rates and the uncertainty of the availability of a suitable substitute
investment opportunity for the Holder.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Accordingly,
any Redemption Premium due under this Section 5(b) is intended by the parties to
be, and shall be deemed, a reasonable estimate of the Holder's actual loss of
its investment opportunity and not as a penalty.

     

    (6)           RIGHTS UPON FUNDAMENTAL
TRANSACTION AND CHANGE OF CONTROL.

     

    (a)           Assumption.  The
Company shall not enter into or be party to a Fundamental Transaction unless
(i)  the Successor Entity assumes in writing all of the obligations of the
Company under this Note and the other Transaction Documents in accordance with
the provisions of this Section 6(a) pursuant to written agreements in form and
substance reasonably satisfactory to the Required Holders and approved by the
Required Holders prior to such Fundamental Transaction, including agreements to
deliver to each holder of Notes in exchange for such Notes a security of the
Successor Entity evidenced by a written instrument substantially similar in form
and substance to the Notes, including, without limitation, having a principal
amount and interest rate equal to the principal amounts and the interest rates
of the Notes then outstanding held by such holder, having similar conversion and
exchange rights and having similar ranking to the Notes, and reasonably
satisfactory to the Required Holders and (ii)  the Successor Entity
(including its Parent Entity) is a publicly traded corporation whose common
stock is quoted on or listed for trading on an Eligible Market (a "Public Successor
Entity").  Upon the occurrence of any Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of this Note
referring to the "Company" shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Note with the same effect as if such
Successor Entity had been named as the Company herein.  Upon
consummation of the Fundamental Transaction, the Successor Entity shall deliver
to the Holder confirmation that there shall be issued upon conversion of this
Note at any time after the consummation of the Fundamental Transaction, in lieu
of the shares of the Company's Common Stock (or other securities, cash, assets
or other property) issuable upon the conversion of the Notes prior to such
Fundamental Transaction, such shares of the publicly traded common stock (or
their equivalent) of the Successor Entity (including its Parent Entity), as
adjusted in accordance with the provisions of this Note.  The
provisions of this Section 6 shall apply similarly and equally to successive
Fundamental Transactions and shall be applied without regard to any limitations
on the conversion of this Note.

     

    (b)           Redemption
Right.  No sooner than twenty (20) Trading Days nor later than
ten (10) Trading Days prior to the consummation of a Change of Control, but not
prior to the public announcement of such Change of Control, the Company shall
deliver written notice thereof via facsimile and overnight courier to the Holder
(a "Change of Control
Notice").  At
any time during the period beginning after the Holder's receipt of a Change of
Control Notice and ending on the later of (A) one (1) Business Day prior to
consummation of such Change of Control or (B) twenty (20) Trading Days after the
date of receipt of such Change of Control Notice, the Holder may require the
Company to redeem all or any portion of this Note by delivering written notice
thereof ("Change of Control
Redemption Notice") to the Company, which Change of Control Redemption
Notice shall indicate the Conversion Amount the Holder is electing to
redeem.  The portion of this Note subject to redemption pursuant to
this Section 6 shall be redeemed by the Company in cash at a price equal to the
greater of (i) the sum of (x) the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    product
of the Change of Control Redemption Premium and the Conversion Amount being
redeemed and (y) the amount of any accrued but unpaid Interest on such
Conversion Amount being redeemed and accrued and unpaid Late Charges, if any,
with respect to such Conversion Amount and Interest through the date of such
redemption payment and (ii) the product of (x) the Equity Value Redemption
Premium and (y) the sum of (1) the product of (A) the Conversion Amount being
redeemed multiplied by (B) the quotient determined by dividing (I) the aggregate
cash consideration and the aggregate cash value of any non-cash consideration
per Common Share to be paid to the holders of the Common Shares upon
consummation of the Change of Control (any such non-cash consideration to be
valued at the higher of the Closing Sale Price of such securities as of the
Trading Day immediately prior to the consummation of such Change of Control, the
Closing Sale Price on the Trading Day immediately following the public
announcement of such proposed Change of Control and the Closing Sale Price on
the Trading Day immediately prior to the public announcement of such proposed
Change of Control) by (II) the Conversion Price plus (2) the amount of any
accrued but unpaid Interest on such Conversion Amount being redeemed and accrued
and unpaid Late Charges, if any, with respect to such Conversion Amount and
Interest through the date of such redemption payment, (the "Change of Control Redemption
Price").  Redemptions required by this Section 6 shall be made
in accordance with the provisions of Section 11 and shall have priority to
payments to stockholders in connection with a Change of Control.  To
the extent redemptions required by this Section 6(b) are deemed or determined by
a court of competent jurisdiction to be prepayments of the Note by the Company,
such redemptions shall be deemed to be voluntary
prepayments.  Notwithstanding anything to the contrary in this Section
6, but subject to Section 3(d), until the Change of Control Redemption Price
(together with any interest thereon) is paid in full, the Conversion Amount
submitted for redemption under this Section 6(b) (together with any interest
thereon) may be converted, in whole or in part, by the Holder into Common Stock
pursuant to Section 3.  The parties hereto agree that in the event of
the Company's redemption of any portion of the Note under this Section 6(b), the
Holder's damages would be uncertain and difficult to estimate because of the
parties' inability to predict future interest rates and the uncertainty of the
availability of a suitable substitute investment opportunity for the
Holder.  Accordingly, any Change of Control Redemption Premium due
under this Section 6(b) is intended by the parties to be, and shall be deemed, a
reasonable estimate of the Holder's actual loss of its investment opportunity
and not as a penalty.

     

    (7)           RIGHTS UPON ISSUANCE OF
PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

     

    (a)           Purchase
Rights.  If at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of any class of
Common Stock (the "Purchase
Rights"), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Note (without taking into
account any limitations or restrictions on the convertibility of this Note)
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Other Corporate
Events.  In addition to and not in substitution for any other
rights hereunder, prior to the consummation of any Fundamental Transaction
pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common
Stock (a "Corporate
Event"), the Company shall make appropriate provision to insure that the
Holder will thereafter have the right to receive upon a conversion of this Note,
at the Holder's option, (i) in addition to the shares of Common Stock receivable
upon such conversion, such securities or other assets to which the Holder would
have been entitled with respect to such shares of Common Stock had such shares
of Common Stock been held by the Holder upon the consummation of such Corporate
Event (without taking into account any limitations or restrictions on the
convertibility of this Note) or (ii) in lieu of the shares of Common Stock
otherwise receivable upon such conversion, such securities or other assets
received by the holders of shares of Common Stock in connection with the
consummation of such Corporate Event in such amounts as the Holder would have
been entitled to receive had this Note initially been issued with conversion
rights for the form of such consideration (as opposed to shares of Common Stock)
at a conversion rate for such consideration commensurate with the Conversion
Rate.  The provisions of this Section 7 shall apply similarly and
equally to successive Corporate Events and shall be applied without regard to
any limitations on the conversion or redemption of this Note.

     

    (8)           ADJUSTMENT OF CONVERSION
PRICE UPON SUBDIVISION OR COMBINATION OF COMMON STOCK.  If the
Company at any time on or after June 26, 2008 subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision will be
proportionately reduced.  If the Company at any time on or after June
26, 2008 combines (by combination, reverse stock split or otherwise) one or more
classes of its outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior to such combination
will be proportionately increased.

     

    (9)           [INTENTIONALLY
OMITTED.]

     

    (10)           HOLDER'S RIGHT OF OPTIONAL
CONVERSION/ REDEMPTION.

     

    (a)           General.  At
any time and from time to time after the Exchange Date, the Holder shall have
the right, in its sole discretion, to require that the Company, convert, or, at
the Company's election, redeem an amount up to the Conversion Amount (the "Conversion/Redemption Amount")
by delivering written notice thereof (a "Holder Optional Conversion/Redemption
Notice" and the date the Holder delivers such notice, the "Holder Optional Conversion/Redemption
Notice Date").  Within one (1) Business Day of the Holder
Optional Conversion/Redemption Notice Date, the Company shall deliver to the
Holder a written notice (a "Company Conversion/Redemption
Notice" and the date the Holder receives such written notice, the "Company Conversion/Redemption Notice
Date") which notice shall (i) either (A) confirm that the
Conversion/Redemption Amount shall be converted (a "Company Optional Conversion") in whole
or in part or (B)(1) state that the Company elects to redeem (an "Company Optional Redemption"), in
whole or in part, the Conversion/Redemption Amount and (2) specify the portion
which the Company elects to redeem pursuant to a Company Optional Redemption
(such amount to be redeemed, the "Company Optional Redemption
Amount")

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    and the
portion, if any, that the Company elects to convert pursuant to a Company
Optional Conversion (such amount also, an "Company Optional Conversion Amount")
and (ii) if the Conversion/Redemption Amount is to be paid, in whole or in part,
pursuant to a Company Optional Conversion, certify that there has been no Equity
Conditions Failure.  The Company shall redeem and convert any Company
Optional Redemption Amounts and Company Optional Conversion Amounts within three
(3) Trading Days of the Company Conversion/Redemption Notice Date (the "Optional Conversion/Redemption
Date") and shall make the same conversion and redemption decisions as to
all the Notes for which the Company has received a Holder Optional
Conversion/Redemption Notice.  The portion of this Note subject to
redemption pursuant to this Section 10 shall be redeemed by the Company in cash
at a price equal to the Company Optional Redemption Amount (the "Company Optional Redemption
Price").

     

    (b)           Mechanics of Holder Optional
Conversion.  If the Company delivers a Company
Conversion/Redemption Notice electing a Company Optional Conversion in
accordance with Section 12(a), then, on the Optional Conversion/Redemption Date,
the Company shall, or shall direct the Transfer Agent to, deliver to the
Holder's account with DTC, or issue the Holder a certificate for, a number of
shares of Common Stock equal to the quotient of (A) such Company Optional
Conversion Amount divided by (B) the Optional Conversion Price on the Optional
Conversion/Redemption Date.  If the Company has elected a Company
Optional Conversion, in whole or in part, and there is an Equity Conditions
Failure at the Optional Conversion/Redemption Date, then at the option of the
Holder designated in writing to the Company, the Holder may require the Company
to do either one or both of the following: (A) the Company shall redeem all or
any part designated by the Holder of the unconverted Company Optional Conversion
Amount (such designated amount is referred to as the "Holder Designated Redemption
Amount") on such Optional Conversion/Redemption Date and the Company
shall pay to the Holder on such Optional Conversion/Redemption Date by wire
transfer of immediately available funds, an amount in cash equal to 125% of such
Holder Designated Redemption Amount, and/or (B) the Company Optional Conversion
shall be null and void with respect to all or any part designated by the Holder
of the unconverted Company Optional Conversion Amount and the Holder shall be
entitled to all the rights of a holder of this Note with respect to such amount
of the Company Optional Conversion Amount; provided, however, that the
Conversion Price for such unconverted Company Optional Conversion Amount shall
thereafter be adjusted to equal the lowest the Optional Conversion Price as in
effect during the period beginning on the date on which the Holder voided the
Company Optional Conversion and ending on the date on which the Holder delivers
a Conversion Notice relating thereto.  If the Company fails to redeem
the Holder Designated Redemption Amount on or before the Optional
Conversion/Redemption Date by payment of such amount on such Optional
Conversion/Redemption Date then the Holder shall have the rights set forth in
Section 13 as if the Company failed to pay the applicable Company Optional
Redemption Price and all other rights under this Note (including, without
limitation, such failure constituting an Event of Default described in Section
5(a)(iv)).

     

    (c)           Mechanics of Holder Optional
Redemption.  Company Optional Redemptions made pursuant to this
Section 10 shall be made redeemed by the Company in cash at a price equal to the
applicable Optional Redemption Amount (each such amount, the "Holder Optional Redemption
Price" and, collectively with the Event of Default Redemption Price,
the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Change of
Control Redemption Price and the Optional Redemption Price, the "Redemption Prices" and, each a
"Redemption Price") in accordance with
Section 11.

     

    (11)           HOLDER'S
REDEMPTIONS.

     

    (a)           Mechanics.  The
Company shall deliver the applicable Event of Default Redemption Price to the
Holder within five (5) Business Days after the Company's receipt of the Holder's
Event of Default Redemption Notice.  If the Holder has submitted a
Change of Control Redemption Notice in accordance with Section 6(b), the Company
shall deliver the applicable Change of Control Redemption Price to the Holder
concurrently with the consummation of such Change of Control if such notice is
received prior to the consummation of such Change of Control and within five (5)
Business Days after the Company's receipt of such notice
otherwise.  The Company shall deliver the applicable Holder Optional
Redemption Price on the applicable Optional Redemption Date.  In the
event of a redemption of less than all of the Conversion Amount of this Note,
the Company shall promptly cause to be issued and delivered to the Holder a new
Note (in accordance with Section 21(d)) representing the outstanding Principal
which has not been redeemed.  In the event that the Company does not
pay the applicable Redemption Price to the Holder within the time period
required, at any time thereafter and until the Company pays such unpaid
Redemption Price in full, the Holder shall have the option, in lieu of
redemption, to require the Company to promptly return to the Holder all or any
portion of this Note representing the Conversion Amount that was submitted for
redemption and for which the applicable Redemption Price (together with any Late
Charges thereon) has not been paid.  Upon the Company's receipt of
such notice, (x) the applicable Redemption Notice shall be null and void with
respect to such Conversion Amount, (y) the Company shall immediately return this
Note, or issue a new Note (in accordance with Section 21(d)) to the Holder
representing the sum of such Conversion Amount to be redeemed together with
accrued and unpaid Interest with respect to such Conversion Amount and accrued
and unpaid Late Charges with respect to such Conversion Amount and Interest and
(z) the Conversion Price of this Note or such new Notes shall be adjusted to the
lesser of (A) the Conversion Price as in effect on the date on which the
applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of
the Common Stock during the period beginning on and including the date on which
the applicable Redemption Notice is delivered to the Company and ending on and
including the date on which the applicable Redemption Notice is
voided.  The Holder's delivery of a notice voiding a Redemption Notice
and exercise of its rights following such notice shall not affect the Company's
obligations to make any payments of Late Charges which have accrued prior to the
date of such notice with respect to the Conversion Amount subject to such
notice.

     

    (b)           Redemption by Other
Holders.  Upon the Company's receipt of notice from any of the
holders of the Other Notes or Existing Series B Notes for redemption or
repayment as a result of an event or occurrence substantially similar to the
events or occurrences described in Section 5(b), Section 6(b) or Section 10
(each, an "Other Redemption
Notice"), the Company shall immediately, but no later than one (1)
Business Day of its receipt thereof, forward to the Holder by facsimile a copy
of such notice.  If the Company receives a Redemption Notice and one
or more Other Redemption Notices, during the seven (7) Business Day period
beginning on and including the date which is three (3) Business Days prior to
the Company's receipt of the Holder's Redemption Notice and ending on and
including the date which is three (3) Business Days after the Company's receipt
of the Holder's Redemption Notice and the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Company
is unable to redeem all principal, interest and other amounts designated in such
Redemption Notice and such Other Redemption Notices received during such seven
(7) Business Day period, then the Company shall redeem a pro rata amount from
each holder of the Notes and Existing Series B Notes (including the Holder)
based on the principal amount of the Notes and Existing Series B Notes submitted
for redemption pursuant to such Redemption Notice and such Other Redemption
Notices received by the Company during such seven Business Day
period.

     

    (12)           MANDATORY
PREPAYMENTS.

     

    (a)           General.  Upon
the occurrence of a Mandatory Prepayment Event, the Company or, in the event any
proceeds of such Mandatory Prepayment Event is received by a Subsidiary, such
Subsidiary shall redeem from all holders of Notes and Existing Series B Notes
(based on such holder's Pro Rata Percentage), the maximum principal amount of
all Notes and Existing Series B Notes outstanding that may be redeemed out of
the applicable Mandatory Prepayment Amount (a "Mandatory Prepayment") at a
price in cash for all such redeemed Notes and Existing Series B Notes equal to
the Principal amount plus accrued and unpaid Interest and Late Charges, if any,
with respect to the aggregate amount of Notes and Existing Series B Notes to be
redeemed.  The portion of this Note subject to redemption at a price
equal to the Principal amount pursuant to this Section 12 shall be redeemed by
the Company or such Subsidiary, as applicable, in cash in an amount equal to the
product of the holder's Pro Rata Percentage and the Mandatory Prepayment Amount
(the "Mandatory Prepayment
Price").  The Company or such Subsidiary, as applicable, shall
deliver a written notice thereof within three (3) Business Days prior to the
occurrence of such Mandatory Prepayment Event by confirmed facsimile and
overnight courier to all, but not less than all, of the holders of the Notes and
Existing Series B Notes (the "Mandatory Prepayment Notice"
and the date such notice is delivered to all the holders is referred to as the
"Mandatory Prepayment Notice
Date").  Each Mandatory Prepayment Notice shall (A) describe
the Mandatory Prepayment Event, including, without limitation a certification by
the Company's or such Subsidiary's, as the case may be, Chief Financial Officer
demonstrating the calculation of the aggregate cash proceeds received by the
Company or such Subsidiary in connection with such event, (B) state the date on
which the Mandatory Prepayment shall occur (the "Mandatory Prepayment Date")
which date shall be not more than ten (10) Business Days after the Mandatory
Prepayment Notice Date and (C) state the Mandatory Prepayment Amount and the
Mandatory Prepayment Price to be paid to the Holder on such date.  The
Company shall publicly disclose (as part of an Annual Report on Form 10-KSB
or 10-K, as applicable, a Quarterly Report on Form 10-QSB or 10-Q, as
applicable, or on a Current Report on Form 8-K or otherwise), to the extent
required by federal securities laws, that (1) a Mandatory Prepayment Event has
occurred and that, pursuant to the terms of the Principal amount of the Notes
and the Existing Series B Notes, the Company or such Subsidiary, as applicable,
is required to pay all or a portion of the Notes and the Existing Series B Notes
with any proceeds received therefrom and (2) the amount of proceeds received
from such Mandatory Prepayment Event.  In the event that the Company
or such Subsidiary shall subsequently determine after the Mandatory Prepayment
Date that the actual Mandatory Prepayment Amount received exceeded the amount
set forth in the applicable Mandatory Prepayment Notice, the Company or such
Subsidiary, as applicable, shall promptly make an additional Mandatory
Prepayment of the Notes and the Existing Series B Notes in an amount equal to
such excess, and the Company or such Subsidiary shall concurrently therewith
(1)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    deliver
to each holder of Notes and Existing Series B Notes a certificate of the Chief
Financial Officer demonstrating the derivation of such excess and (2) to the
extent required by federal securities laws, publicly disclose (as part of a
Current Report on Form 8-K, or otherwise) the making of such additional
Mandatory Prepayment, including, without limitation, the additional amount being
prepaid.

     

    (b)           Mechanics. The
Company shall deliver the Mandatory Prepayment Price to the Holder on or before
the Mandatory Prepayment Date.

     

    (13)           SECURITY.  This
Note and the Other Notes are secured to the extent and in the manner set forth
in the Security Documents.

     

    (14)           NONCIRCUMVENTION.  The
Company hereby covenants and agrees that the Company will not, by amendment of
its Certificate of Incorporation, Bylaws or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Note, and will at all
times in good faith carry out all of the provisions of this Note and take all
action as may be required to protect the rights of the Holder of this
Note.

     

    (15)           RESERVATION OF AUTHORIZED
SHARES.

     

    (a)           Reservation.  The
Company shall initially reserve out of its authorized and unissued Common Stock
a number of shares of Common Stock for each of the Notes equal to 130% of the
Conversion Rate with respect to the Conversion Amount of each such Note as of
June 26, 2008.  So long as any of the Notes are outstanding, the
Company shall take all action necessary to reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting the
conversion of the Notes, 130% of the number of shares of Common Stock as shall
from time to time be necessary to effect the conversion of all of the Notes then
outstanding; provided that at no time shall the number of shares of Common Stock
so reserved be less than the number of shares required to be reserved by the
previous sentence (without regard to any limitations on conversions) (the "Required Reserve
Amount").  The initial number of shares of Common Stock
reserved for conversions of the Notes and each increase in the number of shares
so reserved shall be allocated pro rata among the holders of the Notes based on
the principal amount of the Notes held by each holder at the Closing (as defined
in the Securities Purchase Agreement) or increase in the number of reserved
shares, as the case may be (the "Authorized Share
Allocation").  In the event that a holder shall sell or
otherwise transfer any of such holder's Notes, each transferee shall be
allocated a pro rata portion of such holder's Authorized Share
Allocation.  Any shares of Common Stock reserved and allocated to any
Person which ceases to hold any Notes shall be allocated to the remaining
holders of Notes, pro rata based on the principal amount of the Notes then held
by such holders.

     

    (b)           Insufficient Authorized
Shares.  If at any time while any of the Notes remain
outstanding the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon conversion of the Notes at least a number of shares of Common
Stock equal to the Required

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Reserve
Amount (an "Authorized Share
Failure"), then the Company shall immediately take all action necessary
to increase the Company's authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for the
Notes then outstanding.  Without limiting the generality of the
foregoing sentence, as soon as practicable after the date of the occurrence of
an Authorized Share Failure, but in no event later than ninety (90) days after
the occurrence of such Authorized Share Failure, the Company shall hold a
meeting of its stockholders for the approval of an increase in (the "Authorized Share Failure
Deadline"), the number of authorized shares of Common
Stock.  In connection with such meeting, the Company shall provide
each stockholder with a proxy statement and shall use its best efforts to
solicit its stockholders' approval of such increase in authorized shares of
Common Stock and to cause its board of directors to recommend to the
stockholders that they approve such proposal.

     

    (16)           VOTING
RIGHTS.  The Holder shall have no voting rights as the holder
of this Note, except as required by law, including, but not limited to, the
General Corporation Law of the State of Delaware, and as expressly provided in
this Note.

     

    (17)           COVENANTS.

     

    (a)           Rank.                      All
payments due under this Note (a) shall rank pari passu with all Other
Notes and the Existing Series B Notes and (b) shall be senior to all other
Indebtedness of the Company and its Subsidiaries other than Permitted Senior
Indebtedness.  The Holder of this Note, and each Person holding this
Note, whether upon original issue or upon registration of transfer, assignment
or exchange hereof, agrees for the benefit of all holders of Permitted Senior
Indebtedness, whether outstanding on the date of this Note or thereafter
incurred, that the payment of all amounts, expenses, fees, Principal, Late
Charges and any and all other obligations of any kind of the Company owed in
connection with this Note shall be subordinated to the prior payment in full in
cash of all amounts owing in connection with such Permitted Senior Indebtedness
to the extent and in the manner set forth in the Intercreditor Agreement;
provided, however, that the Mandatory Prepayment Price due under this Note
pursuant to Section 12 shall be senior to the Permitted Senior
Indebtedness.  Notwithstanding the foregoing, subject to the
Intercreditor Agreement, the Holder, and each Person holding this Note, whether
upon original issue or upon registration of transfer, assignment or exchange
hereof, agrees for the benefit of all holders of Permitted Special Indebtedness,
whether outstanding on the date of this Note or thereafter incurred, to use its
reasonable best efforts to enter into a subordination agreement with such
holders of Permitted Special Indebtedness within a reasonable time period, to
the extent any such subordination agreement shall be required by such holders of
Permitted Special Indebtedness, in form and substance reasonably acceptable to
the Holder, such transferee or assignee, providing that any and all proceeds of
Collateral (as defined in the Security Documents) which shall come into the
possession, control, or custody of the Holder (solely in its capacity as a
holder of this Note and not in any capacity as collateral agent for the holders
of the Other Notes or the Existing Notes) as payment for the obligations arising
under this Note shall be remitted by the Holder to such holders of Permitted
Special Indebtedness in accordance with the terms and conditions of any such
subordination agreement.  For the avoidance of doubt, the foregoing
sentence does not constitute, and shall not be deemed to, provide for any
subordination of either (i) the right of the Holder and the rights of the
holders of the Other Notes or the Existing Notes to receive and retain payments
made by the Company or

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    any
guarantor of the obligations under this Note or (ii) the liens granted to the
Holder and the holders of the Other Notes and Existing Notes that secure the
obligations of the Company hereunder and thereunder.

     

    (b)           Incurrence of
Indebtedness.  So long as this Note is outstanding, the Company
shall not, and the Company shall not permit any of its Subsidiaries to, directly
or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness,
other than (i) the Indebtedness evidenced by this Note and the Other Notes and
(ii) other Permitted Indebtedness.

     

    (c)           Existence of
Liens.  So long as this Note is outstanding, the Company shall
not, and the Company shall not permit any of its Subsidiaries to, directly or
indirectly, allow or suffer to exist any mortgage, lien, pledge, charge,
security interest or other encumbrance upon or in any property or assets
(including accounts and contract rights) owned by the Company or any of its
Subsidiaries (collectively, "Liens") other than Permitted
Liens.

     

    (d)           Restricted
Payments.  The Company shall not, and the Company shall not
permit any of its Subsidiaries to, directly or indirectly, redeem, defease,
repurchase, repay or make any payments in respect of, by the payment of cash or
cash equivalents (in whole or in part, whether by way of open market purchases,
tender offers, private transactions or otherwise), all or any portion of any
Permitted Indebtedness, whether by way of payment in respect of principal of (or
premium, if any) or interest on, such Indebtedness if at the time such payment
is due or is otherwise made or, after giving effect to such payment, (i) an
event constituting an Event of Default has occurred and is continuing or (ii) an
event that with the passage of time and without being cured would constitute an
Event of Default has occurred and is continuing.

     

    (e)           Restriction on Redemption
and Cash Dividends.  Until all of the Notes have been
converted, redeemed or otherwise satisfied in accordance with their terms, the
Company shall not, directly or indirectly, redeem, repurchase or declare or pay
any cash dividend or distribution on its capital stock without the prior express
written consent of the Required Holders.

     

    (f)           Creation of New
Subsidiaries.  So long as the obligations of the Company under
this Note are outstanding, if the Company shall create or acquire any
Subsidiary, simultaneous with the creation or acquisition of such
Subsidiary, the Company
shall (i) promptly cause such Subsidiary to become a guarantor by executing a
guaranty in favor of the Holder in form and substance reasonably acceptable to
the Company, the Subsidiary and the Holder, (ii) promptly cause such Subsidiary
to become a grantor under the Security Agreement by executing a joinder to the
Security Agreement in form and substance reasonably acceptable to the Company,
the Subsidiary and the Holder, (iii) promptly cause such Subsidiary to become a
pledgor by the Company and such Subsidiary executing a pledge agreement in form
and substance reasonably acceptable to the Company, the Subsidiary and the
Holder, and (iv) promptly cause such Subsidiary to duly execute and/or deliver
such opinions of counsel and other documents, in form and substance reasonable
acceptable to the Holder, as the Holder shall reasonably request with respect
thereto.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (g)           Intellectual
Property.  So long as the obligations of the Company under this
Note are outstanding, the Company shall not, and shall not permit any Subsidiary
to, directly or indirectly, (i) assign, transfer or otherwise encumber or allow
any other Person to have any rights or license to any of the Intellectual
Property Rights (as defined in the Securities Purchase Agreement) of the Company
or its Subsidiaries or (ii) take any action or inaction to impair the value of
their Intellectual Property Rights.

     

    (h)           Change in Collateral;
Collateral Records.  The Company shall (i)  give the
Collateral Agent (as defined in the Securities Purchase Agreement) not less than
thirty (30) days' prior written notice of any change in the location of any
Collateral), other than to locations set forth on Schedule 14(h) hereto and
with respect to which the Collateral Agent has filed financing statements and
otherwise fully perfected its Liens thereon, (ii) advise the Collateral
Agent promptly, in sufficient detail, of any material adverse change relating to
the type, quantity or quality of the Collateral or the Lien granted thereon and
(iii) execute and deliver, and cause each of its Subsidiaries to execute
and deliver, to the Collateral Agent for the benefit of the Holder and holders
of the Other Notes from time to time, solely for the Collateral Agent's
convenience in maintaining a record of Collateral, such written statements and
schedules as the Collateral Agent may reasonably require, designating,
identifying or describing the Collateral.

     

    (i)           Transactions with
Affiliates.  The Company shall not, nor shall it permit any of
its Subsidiaries to, enter into, renew, extend or be a party to, any transaction
or series of related transactions (including, without limitation, the purchase,
sale, lease, transfer or exchange of property or assets of any kind or the
rendering of services of any kind) with any Affiliate, except in the ordinary
course of business in a manner and to an extent consistent with past practice
and necessary or desirable for the prudent operation of its business, for fair
consideration and on terms no less favorable to it or its Subsidiaries than
would be obtainable in a comparable arm's length transaction with a Person that
is not an Affiliate thereof.

     

    (j)           Change in Nature of
Business.  The Company shall not make, or permit any of its
Subsidiaries to make, any change in the nature of its business as described in
the Company's current report on Form 8-K filed with the SEC on July 17,
2007.  The Company shall not modify its corporate structure or
purpose.

     

    (k)           Preservation of Existence,
Etc.  The Company shall maintain and preserve, and cause each
of its Subsidiaries to maintain and preserve, its existence, rights and
privileges, and become or remain, and cause each of its Subsidiaries to become
or remain, duly qualified and in good standing in each jurisdiction in which the
character of the properties owned or leased by it or in which the transaction of
its business makes such qualification necessary.

     

    (l)           Maintenance of Properties,
Etc.  The Company shall maintain and preserve, and cause each
of its Subsidiaries to maintain and preserve, all of its properties which are
necessary or useful in the proper conduct of its business in good working order
and condition, ordinary wear and tear excepted, and comply, and cause each of
its Subsidiaries to comply, at all times with the provisions of all leases to
which it is a party as lessee or under which it occupies property, so as to
prevent any loss or forfeiture thereof or thereunder.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (m)           Maintenance of
Insurance.  The Company shall maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations (including, without limitation, comprehensive general
liability, hazard, rent and business interruption insurance) with respect to its
properties (including all real properties leased or owned by it) and business,
in such amounts and covering such risks as is required by any governmental
authority having jurisdiction with respect thereto or as is carried generally in
accordance with sound business practice by companies in similar businesses
similarly situated and in any event in amount, adequacy and scope reasonably
satisfactory to the Collateral Agent.  All policies covering the
Collateral are to be made payable to the Collateral Agent for the benefit of the
Holder and the holder of the Other Notes, as its interests may appear, in case
of loss, under a standard non-contributory "lender" or "secured party" clause
and are to contain such other provisions as the Collateral Agent may require to
fully protect the interest of the Holder and the holder of the Other Notes in
the Collateral and to any payments to be made under such
policies.  All certificates of insurance are to be delivered to the
Collateral Agent and the policies are to be premium prepaid, with the loss
payable and additional insured endorsement in favor of the Collateral Agent and
such other Persons as the Collateral Agent may designate from time to time, and
shall provide for not less than 30 days' prior written notice to the Collateral
Agent of the exercise of any right of cancellation.  If the Company or
any of its Subsidiaries fails to maintain such insurance, the Collateral Agent
may arrange for such insurance, but at the Company's expense and without any
responsibility on the Collateral Agent's part for obtaining the insurance, the
solvency of the insurance companies, the adequacy of the coverage, or the
collection of claims.  Upon the occurrence and during the continuance
of an Event of Default, the Collateral Agent shall have the sole right, in the
name of the Holder and the holders of the Other Notes, the Company and its
Subsidiaries, to file claims under any insurance policies, to receive, receipt
and give acquittance for any payments that may be payable thereunder, and to
execute any and all endorsements, receipts, releases, assignments, reassignments
or other documents that may be necessary to effect the collection, compromise or
settlement of any claims under any such insurance policies.

     

    (n)           Financial
Information.  The Company agrees to send the following to each
Holder (i) unless the following are filed with the SEC through EDGAR and are
available to the public through the EDGAR system, within one (1) Business Day
after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K
or 10-KSB, any interim reports or any consolidated balance sheets, income
statements, stockholders' equity statements and/or cash flow statements for any
period other than annual, any Current Reports on Form 8-K and any registration
statements (other than on Form S-8) or amendments filed pursuant to the 1933
Act, (ii) on the same day as the release thereof, if not publicly filed,
facsimile or e-mailed copies of all press releases issued by the Company or any
of its Subsidiaries, and (iii) copies of any notices and other information made
available or given to the stockholders of the Company generally,
contemporaneously with the making available or giving thereof to the
stockholders.

     

    (o)           Reporting
Requirements.  The Company will, and will cause each of its
Subsidiaries to, furnish to the Holder (if not available through the SEC's
website on EDGAR):

     

    (i)           promptly
after submission to any Governmental Authority, all documents and information
furnished to such Governmental Authority in connection with any

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    investigation
of any the Company or its Subsidiaries other than routine inquiries by such
Governmental Authority;

     

    (ii)           promptly
after the commencement thereof but in any event not later than five (5) days
after service of process with respect thereto on, or the obtaining of knowledge
thereof by, any of the Company or its Subsidiaries, notice of each action, suit
or proceeding before any court or other Governmental Authority or other
regulatory body or any arbitrator which, if adversely determined, could have a
Material Adverse Effect;

     

    (iii)           as
soon as possible and in any event within five (5) days after execution, receipt
or delivery thereof, copies of any material notices that the Company or its
Subsidiaries executes or receives in connection with any Material
Contract;

     

    (iv)           as
soon as possible and in any event within five (5) days after execution, receipt
or delivery thereof, copies of any material notices that the Company or its
Subsidiaries executes or receives in connection with the sale or other
Disposition of the Capital Stock of, or all or substantially all of the assets
of, the Company or its Subsidiaries;

     

    (v)           promptly
after the sending or filing thereof, copies of all statements, reports and other
information the Company or its Subsidiaries sends to any holders of its
Indebtedness or its securities or files with the SEC or any national (domestic
or foreign) securities exchange;

     

    (vi)           promptly
upon receipt thereof, copies of all financial reports (including, without
limitation, management letters), if any, submitted to the Company or its
Subsidiaries by its auditors in connection with any annual or interim audit of
the books thereof; and

     

    (vii)           promptly
upon request, such other information concerning the condition or operations,
financial or otherwise, of the Company or its Subsidiaries as the Holder may
from time to time may reasonably request.

     

    (p)           Inspection
Rights.  The Company will permit, and cause each of its
Subsidiaries to permit, the agents and representatives of the Holder at any time
and from time to time during normal business hours, at the expense of the
Company, to examine and make copies of and abstracts from its records and books
of account, to visit and inspect its properties, to verify materials, leases,
notes, accounts receivable, deposit accounts and its other assets, to conduct
audits, physical counts, valuations, appraisals, Phase I Environmental Site
Assessments (and, if requested by the Collateral Agent after an Event of Default
based upon the results of any such Phase I Environmental Site Assessment, a
Phase II Environmental Site Assessment) or examinations and to discuss its
affairs, finances and accounts with any of its directors, officers, managerial
employees, independent accountants or any of its other
representatives.  In furtherance of the foregoing, the Company hereby
authorizes its independent accountants, and the independent accountants of each
of its Subsidiaries, to discuss the affairs, finances and accounts of such
Person (independently or together with representatives of such Person) with the
agents and representatives of the Holder in accordance with this Section
17(s).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (q)           Restrictions on Subsidiary
Distributions.  Except as provided herein, neither the Company
nor any of the Guarantors (as defined in the Security Documents) shall, nor
shall they permit any of their Subsidiaries to, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of any Subsidiary of the Company or any of the
Guarantors to (A) pay dividends or make any other distributions on any of such
Subsidiary's Capital Stock owned by the Company or any of the Guarantors, (B)
repay or prepay any Indebtedness owed by such Subsidiary to the Company, any of
the Guarantors or any other Subsidiary of the Company, (C) make loans or
advances to the Company, any of the Guarantors or any other Subsidiary of the
Company, or (D) transfer any of its property or assets to the Company, any of
the Guarantors or any other Subsidiary of the Company other than restrictions by
reason of customary provisions restricting assignments, subletting or other
transfers contained in leases, licenses, joint venture agreements and similar
agreements entered into in the ordinary course of business

     

    (r)           Additional Negative
Covenants.  So long as any amounts due under this note remains
unpaid, the Company shall not, unless the Required Holders shall otherwise
consent in writing:

     

    (i)           Fundamental Changes;
Dispositions.  Directly or indirectly, in one or more related
transactions, be a party to any Fundamental Transaction.

     

    (ii)           Restricted
Payments.  (i)  Declare or pay any dividend or other
distribution, direct or indirect, on account of any Capital Stock of the Company
or any of its Subsidiaries (except to the Company), now or hereafter
outstanding, (ii) make any repurchase, redemption, retirement, defeasance,
sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any Capital Stock of the Company or any of its Subsidiaries, now
or hereafter outstanding, (iii) make any payment to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights for the purchase
or acquisition of shares of any class of Capital Stock of any the Company or any
of its Subsidiaries, now or hereafter outstanding, (iv) return any Capital Stock
to any shareholders or other equity holders of the Company or any of its
Subsidiaries, or make any other distribution of property, assets, shares of
Capital Stock, warrants, rights, options, obligations or securities thereto as
such or (v) pay any management fees or any other fees or expenses (including the
reimbursement thereof by the Company or any of its Subsidiaries) pursuant to any
management, consulting or other services agreement to any of the shareholders or
other equityholders of the Company or any of its Subsidiaries, or other
Affiliates.

     

    (18)           PARTICIPATION.  The
Holder, as the holder of this Note, shall be entitled to receive such dividends
paid and distributions made to the holders of Common Stock to the same extent as
if the Holder had converted this Note into Common Stock (without regard to any
limitations on conversion herein or elsewhere) and had held such shares of
Common Stock on the record date for such dividends and
distributions.  Payments under the preceding sentence shall be made
concurrently with the dividend or distribution to the holders of Common
Stock.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (19)           VOTE TO ISSUE, OR CHANGE THE
TERMS OF, NOTES; WAIVERS.  The affirmative vote at a meeting
duly called for such purpose or the written consent without a meeting of the
Required Holders shall be required for any change or amendment to this Note or
the Other Notes; provided, however, that (i) no change or amendment may be made
to this Note that would adversely affect the rights of such Holder without such
Holder's consent and (ii) the consent of each Holder is required to waive any
existing Event of Default relating to a default in the payment of the principal
of, premium, if any, interest on, or the conversion of, the Note and/or the
Other Notes; provided further however, that nothing in this sentence shall
preclude any holder of Notes from amending or waiving any term or provision of
such holder's Note.  To the extent that any Other Note is amended or
changed by the Company and the holder of such Other Note such that it is or will
be more favorable to the holder of such Other Note than this Note is to the
Holder, then this Note shall be, without any further action by the Holder or the
Company, deemed amended and modified in an economically and legally equivalent
manner such that the Holder shall receive the benefit of the more favorable
terms contained in such amended Other Note.  The Company agrees, at
its expense, to take such other actions (such as entering into amendments to the
Note) as the Holder may reasonably request to further effectuate the
foregoing.

     

    (20)           TRANSFER.  This
Note and any shares of Common Stock issued upon conversion of this Note may be
offered, sold, assigned or transferred by the Holder without the consent of the
Company, subject only to the provisions of Section 2(f) of the Securities
Purchase Agreement.

     

    (21)           REISSUANCE OF THIS
NOTE.

     

    (a)           Transfer.  If
this Note is to be transferred, the Holder shall surrender this Note to the
Company, whereupon the Company will, subject to the satisfaction of the transfer
provisions of the Securities Purchase Agreement, forthwith issue and deliver
upon the order of the Holder a new Note (in accordance with Section 21(d)),
registered in the name of the registered transferee or assignee, representing
the outstanding Principal being transferred by the Holder and, if less then the
entire outstanding Principal is being transferred, a new Note (in accordance
with Section 21(d)) to the Holder representing the outstanding Principal not
being transferred.  The Holder and any assignee, by acceptance of this
Note, acknowledge and agree that, by reason of the provisions of Section
3(c)(iii) following conversion or redemption of any portion of this Note, the
outstanding Principal represented by this Note may be less than the Principal
stated on the face of this Note.

     

    (b)           Lost, Stolen or Mutilated
Note.  Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Note, and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary form and,
in the case of mutilation, upon surrender and cancellation of this Note, the
Company shall execute and deliver to the Holder a new Note (in accordance with
Section 21(d)) representing the outstanding Principal.

     

    (c)           Note Exchangeable for
Different Denominations.  This Note is exchangeable, upon the
surrender hereof by the Holder at the principal office of the Company, for a new
Note or Notes (in accordance with Section 21(d) and in principal amounts of at
least

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    $100,000)
representing in the aggregate the outstanding Principal of this Note, and each
such new Note will represent such portion of such outstanding Principal as is
designated by the Holder at the time of such surrender.

     

    (d)           Issuance of New
Notes.  Whenever the Company is required to issue a new Note
pursuant to the terms of this Note, such new Note (i) shall be of like tenor
with this Note, (ii) shall represent, as indicated on the face of such new Note,
the Principal remaining outstanding (or in the case of a new Note being issued
pursuant to Section 21(a) or Section 21(c), the Principal designated by the
Holder which, when added to the principal represented by the other new Notes
issued in connection with such issuance, does not exceed the Principal remaining
outstanding under this Note immediately prior to such issuance of new Notes),
(iii) shall have an issuance date, as indicated on the face of such new Note,
which is the same as the Issuance Date of this Note, (iv) shall have the same
rights and conditions as this Note, and (v) shall represent accrued and unpaid
Interest and Late Charges on the Principal and Interest of this Note, from the
Issuance Date.

     

    (22)           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 and any of the other Transaction Documents at
law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the Holder's right to pursue
actual and consequential damages for any failure by the Company to comply with
the terms of this Note.  Amounts set forth or provided for herein with
respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof).  The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate.  The Company
therefore agrees that, in the event of any such breach or threatened breach, the
Holder shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

     

    (23)           PAYMENT OF COLLECTION,
ENFORCEMENT AND OTHER COSTS.  If (a) after an Event of Default
this Note is placed in the hands of an attorney for collection or enforcement or
is collected or enforced through any legal proceeding or the Holder otherwise
takes action to collect amounts due under this Note or to enforce the provisions
of this Note or (b) there occurs any bankruptcy, reorganization, receivership of
the Company or other proceedings affecting Company creditors' rights and
involving a claim under this Note, then the Company shall pay the costs incurred
by the Holder for such collection, enforcement or action or in connection with
such bankruptcy, reorganization, receivership or other proceeding, including,
but not limited to, attorneys' fees and disbursements.

     

    (24)           CONSTRUCTION;
HEADINGS.  This Note shall be deemed to be jointly drafted by
the Company and all the Purchasers and shall not be construed against any person
as the drafter hereof.  The headings of this Note are for convenience
of reference and shall not form part of, or affect the interpretation of, this
Note.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (25)           FAILURE OR INDULGENCE NOT
WAIVER.  No failure or delay on the part of the Holder in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.

     

    (26)           DISPUTE
RESOLUTION.  In the case of a dispute as to the determination
of the Closing Bid Price, the Closing Sale Price or the Weighted Average Price
or the arithmetic calculation of the Conversion Rate or any Redemption Price,
the Company shall submit the disputed determinations or arithmetic calculations
via facsimile within two (2) Business Days of receipt, or deemed receipt, of the
Conversion Notice or Redemption Notice or other event giving rise to such
dispute, as the case may be, to the Holder.  If the Holder and the
Company are unable to agree upon such determination or calculation within two
(2) Business Days of such disputed determination or arithmetic calculation being
submitted to the Holder, then the Company shall, within two (2) Business Days
submit via facsimile (a) the disputed determination of the Closing Bid Price,
the Closing Sale Price or the Weighted Average Price to an independent,
reputable investment bank selected by the Company and approved by the Holder or
(b) the disputed arithmetic calculation of the Conversion Rate or any Redemption
Price to the Company's independent, outside accountant.  The Company,
at the Company's expense, shall cause the investment bank or the accountant, as
the case may be, to perform the determinations or calculations and notify the
Company and the Holder of the results no later than five (5) Business Days from
the time it receives the disputed determinations or
calculations.  Such investment bank's or accountant's determination or
calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.

     

    (27)           NOTICES;
PAYMENTS.

     

    (a)           Notices.  Whenever
notice is required to be given under this Note, unless otherwise provided
herein, such notice shall be given in accordance with Section 10(f) of the
Securities Purchase Agreement.  The Company shall provide the Holder
with prompt written notice of all actions taken pursuant to this Note, including
in reasonable detail a description of such action and the reason
therefore.  Without limiting the generality of the foregoing, the
Company will give written notice to the Holder (i) immediately upon any
adjustment of the Conversion Price, setting forth in reasonable detail, and
certifying, the calculation of such adjustment and (ii) at least twenty (20)
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Stock, (B) with
respect to any pro rata subscription offer to holders of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information shall be
made known to the public prior to or in conjunction with such notice being
provided to the Holder.

     

    (b)           Payments.  Whenever
any payment of cash is to be made by the Company to any Person pursuant to this
Note, such payment shall be made in lawful money of the United States of America
by a check drawn on the account of the Company and sent via overnight courier
service to such Person at such address as previously provided to the Company in
writing (which address, in the case of each of the Purchasers, shall initially
be as set forth on the Schedule of Buyers attached to the Securities Purchase
Agreement); provided that the Holder may elect to receive a payment of cash via
wire transfer of immediately available funds by

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    providing
the Company with prior written notice setting out such request and the Holder's
wire transfer instructions.  Whenever any amount expressed to be due
by the terms of this Note is due on any day which is not a Business Day, the
same shall instead be due on the next succeeding day which is a Business Day
and, in the case of any Interest Date which is not the date on which this Note
is paid in full, the extension of the due date thereof shall not be taken into
account for purposes of determining the amount of Interest due on such
date.  Any amount of Principal or other amounts due under the
Transaction Documents, other than Interest, which is not paid when due shall
result in a late charge being incurred and payable by the Company in an amount
equal to interest on such amount at the rate of eighteen percent (18%) per annum
from the date such amount was due until the same is paid in full ("Late Charge").

     

    (28)           CANCELLATION.  After
all Principal, accrued Interest and other amounts at any time owed on this Note
have been paid in full, this Note shall automatically be deemed canceled, shall
be surrendered to the Company for cancellation and shall not be
reissued.

     

    (29)           WAIVER OF
NOTICE.  To the extent permitted by law, the Company hereby
waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this Note
and the Securities Purchase Agreement.

     

    (30)           GOVERNING LAW; JURISDICTION; SEVERABILITY;
JURY TRIAL.  This Note shall be construed and enforced in
accor­dance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal
laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York.  The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
The City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by
law.  In the event that any provision of this Note is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of
law.  Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision of this Note.  Nothing contained herein shall be deemed or
operate to preclude the Holder from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Company's
obligations to the Holder, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other court ruling in favor of
the Holder.  THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
HEREBY.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (31)           CERTAIN
DEFINITIONS.  For purposes of this Note, the following terms
shall have the following meanings:

     

    (a)           "Approved Stock Plan" means any
employee benefit plan which has been approved by the Board of Directors of the
Company, pursuant to which the Company's securities may be issued to any
employee, consultant, officer or director for services provided to the
Company.

     

    (b)           "Average Market Price" means,
for any given date, the lower of (i) the arithmetic average of the Weighted
Average Price of the Common Stock during the thirty (30) consecutive Trading Day
period ending on the Trading Day immediately prior to such given date (the
"Calculation Period") or (ii) the arithmetic average of the three (3) lowest
Weighted Average Prices of the Common Stock over such Calculation Period, as
appropriately adjusted for any stock split, stock dividend, stock combination or
other similar transaction that proportionately decreases or increases the Common
Stock during such period.

     

    (c)           "Bloomberg" means Bloomberg
Financial Markets.

     

    (d)           "Business Day" means any day
other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.

     

    (e)           "Calendar Quarter" means each
of: the period beginning on and including January 1 and ending on and including
March 31; the period beginning on and including April 1 and ending on and
including June 30; the period beginning on and including July 1 and ending on
and including September 30; and the period beginning on and including October 1
and ending on and including December 31.

     

    (f)           "Change of Control" means any
Fundamental Transaction other than (i) any reorganization, recapitalization or
reclassification of the Common Stock or business combination in which the
Company is the publicly traded surviving entity in which holders of the
Company's voting power immediately prior to such reorganization,
recapitalization or reclassification or business combination continue after such
reorganization, recapitalization or reclassification or business combination to
hold publicly traded securities and, directly or indirectly, the voting power of
the surviving entity or entities necessary to elect a majority of the members of
the board of directors (or their equivalent if other than a corporation) of such
entity or entities (except where Apollo Resources International or its
affiliates becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 70% or greater of the aggregate Voting
Stock of the Company), or (ii) pursuant to a migratory merger effected solely
for the purpose of changing the jurisdiction of incorporation of the
Company.

     

    (g)           "Change of Control
Consideration" means, for any Change of Control, an amount, if any, equal
to the sum of the aggregate cash consideration and the aggregate cash value of
any marketable securities per share of Common Stock to be paid to the holders of
the Common Stock upon consummation of such Change of Control, with any such
non-cash consideration to be valued at the higher of the Closing Sale Price of
such securities as of the Trading Day immediately prior to the consummation of
the Change of Control, the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Closing
Sale Price on the Trading Day immediately following the public announcement of
such proposed Change of Control and the Closing Sale Price of on the Trading Day
immediately prior to the public announcement of such proposed Change of
Control.

     

    (h)           "Change of Control Redemption
Premium" means 125%.

     

    (i)           "Closing Bid Price" and "Closing Sale Price" means, for
any security as of any date, the last closing bid price and last closing trade
price, respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade price, respectively,
of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price,
respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if
the foregoing do not apply, the last closing bid price or last trade price,
respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade price, respectively, is reported for such security by
Bloomberg, the average of the bid prices, or the ask prices, respectively, of
any market makers for such security as reported in the "pink sheets" by Pink
Sheets LLC (formerly the National Quotation Bureau, Inc.).  If the
Closing Bid Price or the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price, as the case may be, of such security on such date shall be
the fair market value as mutually determined by the Company and the
Holder.  If the Company and the Holder are unable to agree upon the
fair market value of such security, then such dispute shall be resolved pursuant
to Section 26.  All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.

     

    (j)           "Closing Date" shall have the
meaning set forth in the Securities Purchase Agreement, which date is the date
the Company initially issued Notes pursuant to the terms of the Securities
Purchase Agreement.

     

    (k)           "Contingent Obligation" means,
as to any Person, any direct or indirect liability, contingent or otherwise, of
that Person with respect to any Indebtedness, lease, dividend or other
obligation of another Person if the primary purpose or intent of the Person
incurring such liability, or the primary effect thereof, is to provide assurance
to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the
holders of such liability will be protected (in whole or in part) against loss
with respect thereto.

     

    (l)           "Convertible Securities" means
any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for Common Stock.

     

    (m)           "December Amendment Notes"
shall have the meaning ascribed to such term in the Amendment and Exchange
Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (n)           "Eligible Market" means the
Principal Market, The New York Stock Exchange, Inc., the American Stock
Exchange, The NASDAQ Global Market, The NASDAQ Global Select Market or The
NASDAQ Capital Market.

     

    (o)           "Equity Conditions" means that
each of the following conditions is satisfied:  (i) on each day during
the period beginning three (3) months prior to the applicable date of
determination and ending on and including the applicable date of determination
(the "Equity Conditions
Measuring Period"), the Common Stock is designated for quotation on the
Principal Market or any other Eligible Market and shall not have been suspended
from trading on such exchange or market (other than suspensions of not more than
two (2) days and occurring prior to the applicable date of determination due to
business announcements by the Company) nor shall delisting or suspension by such
exchange or market been threatened or pending either (A) in writing by such
exchange or market or (B) by falling below the then effective minimum listing
maintenance requirements of such exchange or market; (ii) during the Equity
Conditions Measuring Period, the Company shall have delivered shares of Common
Stock upon conversion of the Existing Notes and December Amendment Notes to the
holders on a timely basis as set forth in Section 3(c)(ii) hereof (and analogous
provisions under the Other Notes); (iii) during the Equity Conditions Measuring
Period, the Company shall have delivered shares of Common Stock upon conversion
of the Existing Notes and December Amendment Notes; (iv) any applicable shares
of Common Stock to be issued in connection with the event requiring
determination may be issued in full without violating Section 3(d) hereof and
the rules or regulations of any applicable Eligible Market; (v) during the
Equity Conditions Measuring Period, there shall not have occurred either (A) the
public announcement of a pending, proposed or intended Fundamental Transaction
which has not been abandoned, terminated or consummated, or (B) an Event of
Default or (C) an event that with the passage of time or giving of notice would
constitute an Event of Default; (vi) the Company shall have no knowledge of any
fact that would cause any shares of Common Stock issuable upon conversion of the
Existing Notes and December Amendment Notes not to be eligible for sale pursuant
to Rule 144 without restriction or limitation, including without the requirement
to be subject to Rule 144(c)(1), and without the need for registration under any
applicable federal or state securities laws; and (vii) during the six (6) month
period ending on and including the date immediately preceding the applicable
date of determination, the Company otherwise shall have been in material
compliance with and shall not have materially breached any provision, covenant,
representation or warranty of any Transaction Document.

     

    (p)           "Equity Conditions Failure"
means that (i) on any day during the period commencing ten (10) Trading Days
prior to the Maturity Election Notice Date through the Maturity Date, (ii) on
any day during the period commencing ten (10) Trading Days prior to the
applicable Conversion Date through the applicable Share Delivery Date, (iii) on
any day during the period commencing ten (10) Trading Days prior to the
applicable Holder Optional Conversion/Redemption Notice Date through the
applicable Optional Conversion/Redemption Date, or (iv) on any day during the
period commencing ten (10) Trading Days prior to the applicable Mandatory
Prepayment Notice Date through the applicable Mandatory Prepayment Date, the
Equity Conditions have not been satisfied (or waived in writing by the
Holder).

     

    (q)           "Equity Value Redemption
Premium" means 125%.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (r)           "Excluded Securities" means any
Common Stock issued or issuable: (i) in connection with any Approved Stock Plan;
(ii) upon conversion, adjustment or redemption of the Existing Notes and the
December Amendment Notes; (iii) pursuant to a bona fide firm commitment
underwritten public offering with a nationally recognized underwriter which
generates gross proceeds to the Company in excess of $50,000,000 (other than an
"at-the-market offering" as defined in Rule 415(a)(4) under the 1933 Act and
"equity lines"); (iv) in connection with any acquisition by the Company, whether
through an acquisition of stock or a merger of any business, assets or
technologies the primary purpose of which is not to raise equity capital; (v) in
connection with any other strategic transaction or alliance the primary purpose
of which is not to raise equity capital including without limitation, the
issuance of no more than 10,000,000 shares of Common Stock to agricultural
conglomerates and (vii) upon conversion or exercise of any Options or
Convertible Securities which are outstanding on the day immediately preceding
the Issuance Date, provided that the conversion or exercise price of such
Options or Convertible Securities is not amended, modified or changed on or
after the Issuance Date.

     

    (s)           "Existing Amendment and Exchange
Agreements" shall have the meaning ascribed to such term in the Amendment
and Exchange Agreement.

     

    (t)           "Existing Notes" shall have the
meaning ascribed to such term in the Amendment and Exchange
Agreement.

     

    (u)           "Existing Series A Notes" shall
have the meaning ascribed to such term in the Amendment and Exchange
Agreement.

     

    (v)           "Existing Series B Notes" shall
have the meaning ascribed to such term in the Amendment and Exchange
Agreement.

     

    (w)           "Fiscal Quarter" means each of the fiscal
quarters adopted by the Company for financial reporting purposes that correspond
to the Company's fiscal year that ends on December 31, or such other fiscal
quarter adopted by the Company for financial reporting purposes in accordance
with GAAP.

     

    (x)           "Fundamental Transaction" means
that (A) the Company shall, directly or indirectly, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Person or Persons, or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, or (iii) allow another
Person to make a purchase, tender or exchange offer that is accepted by the
holders of more than 50% of the outstanding shares of Voting Stock (not
including any shares of Voting Stock held by the Person or Persons making or
party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), or (iv) consummate a stock purchase
agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than the 50% of the
outstanding shares of Voting Stock (not including any shares of Voting Stock
held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), or (v) reorganize, recapitalize or
reclassify its Common Stock, or (B) any "person" or "group" (as
these

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act) (other than
Apollo Resources International) is or shall become the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of
the aggregate Voting Stock of the Company, or (C) Apollo Resources International
ceases to be the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of at least 50% of the aggregate Voting Stock of
the Company, or (D) Apollo Resources International or its affiliates becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 70% or greater of the aggregate Voting Stock of the
Company.

     

    (y)           "GAAP" means United States
generally accepted accounting principles, consistently applied.

     

    (z)           "Holder Pro Rata Percentage"
means a fraction (i) the numerator of which is the Principal amount of the
Existing Holder Note as of June 26, 2008 and (ii) the denominator of which is
the aggregate principal amount of the Existing Holder Note as of June 26, 2008
and all of the other Existing Series B Notes as of June 26, 2008.

     

    (aa)           "Indebtedness" of any Person
means, without duplication (i) all indebtedness for borrowed money, (ii) all
obligations issued, undertaken or assumed as the deferred purchase price of
property or services, including (without limitation) "capital leases" in
accordance with GAAP (other than trade payables entered into in the ordinary
course of business), (iii) all reimbursement or payment obligations with respect
to letters of credit, surety bonds and other similar instruments, (iv) all
obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (v) all indebtedness created or arising under
any conditional sale or other title retention agreement, or incurred as
financing, in either case with respect to any property or assets acquired with
the proceeds of such indebtedness (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to
repossession or sale of such property), (vi) all monetary obligations under any
leasing or similar arrangement which, in connection with GAAP, consistently
applied for the periods covered thereby, is classified as a capital lease, (vii)
all indebtedness referred to in clauses (i) through (vi) above secured by (or
for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any mortgage, lien, pledge, charge, security
interest or other encumbrance upon or in any property or assets (including
accounts and contract rights) owned by any Person, even though the Person which
owns such assets or property has not assumed or become liable for the payment of
such indebtedness, and (viii) all Contingent Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (i)
through (vii) above.

     

    (bb)           “Intercreditor Agreement” means
that certain Subordination and Intercreditor Agreement, dated as of June 26,
2008, by and among Castlerigg PNG Investments LLC, as collateral agent, for and
on behalf of the noteholders under the subordinated debt documents described
therein, the Company; Durant Biofuels, LLC, and Fourth Third LLC, as agent for
certain lenders of Permitted Senior Indebtedness and as a lender, as the same
may be amended, modified or supplemented from time to time.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (cc)           "Interest Increase" means an
amount equal to the amount of Interest accruing on 153.85% of the Original
Principal Amount from June 26, 2008 through the Redemption Expiration
Date.

     

    (dd)           "Interest Rate" means, ten percent (10%)
per annum, subject to adjustment as set forth in Section 2 hereof.

     

    (ee)           "Mandatory Prepayment Amount"
means upon the receipt of any Net Cash Proceeds from the consummation of any
Mandatory Prepayment Event, 100% of such Net Cash Proceeds until the Principal
amount under this Note has been paid in full.

     

    (ff)           "Mandatory Prepayment Event"
means the sale, lease, transfer, assignment, financing or other disposition of
any Production Facility (as defined in the Amendment and Exchange Agreements),
except as approved in writing by the Required Holders.

     

    (gg)           "Net Cash Proceeds" means, the
aggregate cash proceeds received by the Company or any of its Subsidiaries in
respect of the applicable Mandatory Prepayment Event (including, without
limitation, any cash received or receivable upon the sale or other disposition
of any non-cash consideration received in such Mandatory Prepayment Event) net
of the direct costs relating to such Mandatory Prepayment Event, including,
legal, accounting, printing, filing and investment banking fees incurred as a
result of the applicable Mandatory Prepayment Event.

     

    (hh)           "Optional Conversion Price"
means, the lower of (i) the applicable Conversion Price and (ii) that price
which shall be computed as 50% of the lower of (A) the arithmetic average of the
Weighted Average Prices of the Common Stock during the thirty (30) Trading Days
ending on the Trading Day immediately prior to the applicable Optional
Conversion/Redemption Date (each such period, an "Optional Conversion/Redemption
Measuring Period") or (B) the arithmetic average of the three (3) lowest
Weighted Average Prices of the Common Stock during the Optional
Conversion/Redemption Measuring Period.  All such determinations are
to be appropriately adjusted for any share dividend, share split, share
combination, reclassification or similar transaction that proportionately
decreases or increases the Common Shares during the applicable such Optional
Conversion/Redemption Measuring Period.

     

    (ii)           "Options" means any rights,
warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.

     

    (jj)           "Parent Entity" of a Person
means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an
Eligible Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the
date of consummation of the Fundamental Transaction.

     

    (kk)           "Permitted Indebtedness" means
(i) Indebtedness of the Company that is expressly subordinate in right of
payment to the Indebtedness evidenced by this Note, as reflected in a written
agreement acceptable to the Required Holders and approved by the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Required
Holders in writing, and which Indebtedness does not provide at any time for (A)
the payment, prepayment, repayment, repurchase or defeasance, directly or
indirectly, of any principal or premium, if any, thereon until ninety-one (91)
days after the Maturity Date or later and (B) total interest and fees at a rate
in excess of the initial Interest Rate per annum; (ii) Indebtedness of any
Subsidiary that is non-recourse to the Company or any other Subsidiary; (iii)
Indebtedness incurred in connection with the build up of a Shell terminal which
Indebtedness shall not exceed twenty percent (20.0%) of the total cost of such
build up project and which Indebtedness may only be secured by such Shell
terminal being financed; (iv) Indebtedness represented by that certain municipal
bond financing for the Company's facility in Bell Chase, Louisiana which
Indebtedness shall be non-recourse to the Company; and (v) the Indebtedness
evidenced by the Existing Notes and the December Amendment Notes.

     

    (ll)           "Permitted Liens" means (i) any
Lien for taxes not yet due or delinquent or being contested in good faith by
appropriate proceedings for which adequate reserves have been established in
accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of
business by operation of law with respect to a liability that is not yet due or
delinquent, (iii) any Lien created by operation of law, such as materialmen's
liens, mechanics' liens and other similar liens, arising in the ordinary course
of business with respect to a liability that is not yet due or delinquent or
that are being contested in good faith by appropriate proceedings, (iv) Liens
(A) upon or in any equipment (as defined in the Security Agreement) acquired or
held by the Company or any of its Subsidiaries to secure the purchase price of
such equipment or indebtedness incurred solely for the purpose of financing the
acquisition or lease of such equipment, or (B) existing on such equipment at the
time of its acquisition, provided that the Lien is confined solely to the
property so acquired and improvements thereon, and the proceeds of such
equipment, (v) Liens on Permitted Indebtedness of the type described in clauses
(iii) and (iv) of the definition thereof; (vi) Liens incurred in connection with
the extension, renewal or refinancing of the indebtedness secured by Liens of
the type described in clauses (i) and (v) above, provided that any extension,
renewal or replacement Lien shall be limited to the property encumbered by the
existing Lien and the principal amount of the Indebtedness being extended,
renewed or refinanced does not increase, (vii) leases or subleases and licenses
and sublicenses granted to others in the ordinary course of the Company's
business, not interfering in any material respect with the business of the
Company and its Subsidiaries taken as a whole, (viii) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payments of
custom duties in connection with the importation of goods, (ix) Liens arising
from judgments, decrees or attachments in circumstances not constituting an
Event of Default under Section 5(a)(viii) and (x) Liens securing the Company’s
obligations under the Existing Notes and the December Amendment
Notes.

     

    (mm)                      "Permitted Senior Indebtedness"
means (i) Indebtedness not to exceed $10,000,000 in the aggregate outstanding at
any time pursuant to (A) the Amended and Restated Credit Agreement dated as of
June 26, 2008 among Durant Biofuels, LLC, as Borrower, Earth Biofuels, Inc. as
Loan Party, the Financial Institutions Party thereto, as Lenders, and Fourth
Third LLC. and (B) the Amended and Restated Credit Agreement dated as of June
26, 2008 among EARTH LNG, INC., as Borrower, PNG Ventures, Inc., as Parent and a
Loan Party and Applied LNG Technologies USA, L.L.C., Fleet Star, Inc., Apollo
Leasing, Inc., Arizona LNG, L.L.C., as additional Loan Parties, the Financial
Institutions Party thereto, as Lenders, and

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Fourth
Third LLC, as Agent and Sole Lead Arranger, (ii) the Existing Series A Notes and
(iii) the Series C Note.

     

    (nn)           "Permitted Special
Indebtedness" means the principal of (and premium, if any), interest on,
and all fees and other amounts (including, without limitation, any reasonable
out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket
legal fees and disbursements), collateral protection expenses and other
reimbursement or indemnity obligations relating thereto) payable by Company
and/or its Subsidiaries under or in connection with any Indebtedness for
borrowed money; provided, however, that (A) the
aggregate outstanding amount of such Indebtedness permitted hereunder (taking
into account the maximum amounts which may be advanced under the loan documents
evidencing such Indebtedness) does not at any time exceed $50,000,000 and (B) if
such Indebtedness is secured, it is secured only by the assets and properties of
the Company and its Subsidiaries.

     

    (oo)           "Person" means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.

     

    (pp)           "Principal Market" means the
OTC Bulletin Board.

     

    (qq)           "Redemption Date" means, (i)
with respect to any Liquidating Conversion/Redemption Amount, the Optional
Conversion/Redemption Date, (ii) with respect to any Company Optional Redemption
Price, the Company Optional Redemption Date, (iii) with respect to any Mandatory
Redemption Price, the Mandatory Redemption/Conversion Date and (iv) with respect
to any Mandatory Prepayment, the Mandatory Prepayment Date.

     

    (rr)           "Redemption Premium" means (i)
in the case of the Events of Default described in Section 5(a)(i) - (v) and
(viii) - (xvii), 125%  or (ii) in the case of
the Events of Default described in Section 5(a)(vi) - (vii), 100%.

     

    (ss)           "Redemption Prices" means,
collectively, the Event of Default Redemption Price, the Change of Control
Redemption Price and the Company Optional Redemption Price, each of the
foregoing, individually, a Redemption Price.

     

    (tt)           "Required Holders" means (i)
two (2) or more unaffiliated holders of Notes representing at least a majority
of the aggregate principal amount of the Notes then outstanding or (ii) holders
of Notes representing at least 92.5% of the aggregate principal amount of the
Notes then outstanding.

     

    (uu)           "Reserved Amount" means, as of
any date of determination, an amount equal to 35% of the aggregate Principal
amount outstanding under all of the Notes.

     

    (vv)           "SEC" means the United States
Securities and Exchange Commission.

     

    (ww)                      "Securities Purchase Agreement"
means that certain securities purchase agreement dated as of the July 24, 2006
by and among the Company and the initial

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    holders
of the Notes, as amended by the Existing Amendment and Exchange Agreements and
the Amendment and Exchange Agreement.

     

    (xx)           "Series C Note" shall have the
meaning ascribed to such term in the Amendment and Exchange
Agreement.

     

    (yy)           "Successor Entity" means the
Person, which may be the Company, formed by, resulting from or surviving any
Fundamental Transaction or the Person with which such Fundamental Transaction
shall have been made, provided that if such Person is not a publicly traded
entity whose common stock or equivalent equity security is quoted or listed for
trading on an Eligible Market, Successor Entity shall mean such Person's Parent
Entity.

     

    (zz)           "Trading Day" means any day on
which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the
principal securities exchange or securities market on which the Common Stock is
then traded; provided that "Trading Day" shall not include any day on which the
Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such exchange or
market, then during the hour ending at 4:00:00 p.m., New York
Time).

     

    (aaa)                      "Transaction Documents" means
all Existing Transaction Documents (as defined in the Amendment and Exchange
Agreements), as amended by the Amendment and Exchange Agreements.

     

    (bbb)                      "Voting Stock" of a Person
means capital stock of such Person of the class or classes pursuant to which the
holders thereof have the general voting power to elect, or the general power to
appoint, at least a majority of the board of directors, managers or trustees of
such Person (irrespective of whether or not at the time capital stock of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency).

     

    (ccc)                      "Weighted Average Price" means,
for any security as of any date, the dollar volume-weighted average price for
such security on the Principal Market during the period beginning at 9:30:01
a.m., New York Time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York
Time (or such other time as the Principal Market publicly announces is the
official close of trading) as reported by Bloomberg through its "Volume at
Price" functions, or, if the foregoing does not apply, the dollar
volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at
9:30:01 a.m., New York Time (or such other time as such market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York
Time (or such other time as such market publicly announces is the official close
of trading) as reported by Bloomberg, or, if no dollar volume-weighted average
price is reported for such security by Bloomberg for such hours, the average of
the highest closing bid price and the lowest closing ask price of any of the
market makers for such security as reported in the "pink sheets" by Pink Sheets
LLC (formerly the National Quotation Bureau, Inc.).  If the Weighted
Average Price cannot be calculated for a security on a

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    particular
date on any of the foregoing bases, the Weighted Average Price of such security
on such date shall be the fair market value as mutually determined by the
Company and the Required Holders.  If the Company and the Required
Holders are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 26.  All such
determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during the applicable calculation
period.

     

    (32)           DISCLOSURE. Upon
receipt or delivery by the Company of any notice in accordance with the terms of
this Note, unless the Company has in good faith determined that the matters
relating to such notice do not constitute material, nonpublic information
relating to the Company or its Subsidiaries, the Company shall within two (2)
Business Days after any such receipt or delivery publicly disclose such
material, nonpublic information on a Current Report on Form 8-K or
otherwise.  In the event that the Company believes that a notice
contains material, nonpublic information relating to the Company or its
Subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the
Holder shall be allowed to presume that all matters relating to such notice do
not constitute material, nonpublic information relating to the Company or its
Subsidiaries.  In the event of a breach of the foregoing covenant by
the Company, any of its Subsidiaries, or any of its or their respective
officers, directors, employees and agents, in addition to any other remedy
provided herein or in the Transaction Documents, a Holder shall have the right
to make a public disclosure, in the form of a press release, public
advertisement or otherwise, of such material, nonpublic information without the
prior approval by the Company, its Subsidiaries, or any of its or their
respective officers, directors, employees or agents.  No Holder shall
have any liability to the Company, its Subsidiaries, or any of its or their
respective officers, directors, employees, stockholders or agents for any such
disclosure.

     

    [Signature
Page Follows]

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the Company has caused this Series D Senior Secured Convertible
Note to be duly executed as of the Exchange Date set out above.

     

    


    
      	
              Earth
      Biofuels, Inc.

            
	
              By:                                                                

            
	
              Name:

            
	
              Title:

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
I

           

          


           

          EARTH
BIOFUELS, INC.

           

          CONVERSION
NOTICE

           

        

      

    


    Reference
is made to the Series D Senior Secured Convertible Note (the "Note") issued to the
undersigned by Earth Biofuels, Inc. (the "Company").  In
accordance with and pursuant to the Note, the undersigned hereby elects to
convert the Conversion Amount (as defined in the Note) of the Note indicated
below into shares of Common Stock par value $0.001 per share (the "Common Stock") of the Company,
as of the date specified below.

     

    
      	
              Date
      of Conversion:

            	 
      
	
              Aggregate
      Conversion Amount to be converted:

            	 
      
	
              Please
      confirm the following information:

            
	
              Conversion
      Price:

            	 
      
	
              Number
      of shares of Common Stock to be issued:

            	 
      
	
              Notwithstanding
      anything to the contrary contained herein, this Conversion Notice shall
      constitute a representation by the Holder of the Note submitting this
      Conversion Notice that, after giving effect to the conversion provided for
      in this Conversion Notice, such Holder (together with its affiliates) will
      not have beneficial ownership (together with the beneficial ownership of
      such Person's affiliates) of a number of Common Shares which exceeds the
      Maximum Percentage of the total outstanding Common Shares as determined
      pursuant to the provisions of Section 3(d)(i) of this
  Note.

            
	
              Please
      issue the Common Stock into which the Note is being converted in the
      following name and to the following address:

            
	
              Issue
      to:

            	 
      
	 
      	 
      
	 
      	 
      
	
              Facsimile
      Number:

            	 
      
	
              Authorization:

            	 
      
	
              By:

            	 
      
	
              Title:

            	 
      
	
              Dated:

            	 
      
	
              Account
      Number:

            	 
      
	
                (if
      electronic book entry transfer)

            	 
      
	
              Transaction
      Code Number:

            	 
      
	
                (if
      electronic book entry transfer)

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ACKNOWLEDGMENT

     

    The
Company hereby acknowledges this Conversion Notice and hereby directs Nevada
Agency and Trust Company to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated June __, 2008
from the Company and acknowledged and agreed to by Nevada Agency and Trust
Company.

     

    


    
      	
              EARTH
      BIOFUELS, INC.

            
	
              By:                                                                

            
	
              Name:

            
	
              Title: