EXHIBIT
      4.6

     

     

    THIS
      8% CONVERTIBLE DEBENTURE AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE PLEDGED,
      SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION
      STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
      STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL, EITHER
      FROM COUNSEL TO THE COMPANY OR COUNSEL TO THE HOLDER HEREOF WHO IS REASONABLY
      SATISFACTORY TO THE COMPANY, THAT SUCH 8% CONVERTIBLE DEBENTURE OR COMMON STOCK
      MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
      LAWS.

     

    MEDI-HUT
      CO., INC.

    8%
      Convertible Debenture

    Due
      April 30, 2007

     

    
      
        	
                $50,000

              	
                No.
                  5

              
	 	 
	 	 


      

    

    As
      of May 1, 2005

     

    MEDI-HUT
      CO., INC., a corporation incorporated under the laws of the State of Nevada
      (the
“Company” or “Maker”), for value received, hereby promises to pay to Mark W.
      Cooper Trustee, or his registered assigns (the “Payee” or “Holder”), at 32 Clwyd
      Road, Bala Cynwyd, Pennsylvania 19004, upon due presentation and surrender
      of
      this 8% Convertible Debenture (this “Debenture” and, together with other 8%
      Convertible Debentures, the “Debentures”), on or after April 30, 2007, the
      principal amount of Fifty Thousand Dollars ($50,000) and accrued interest
      thereon as hereinafter provided.

     

    This
      Debenture was issued by the Company as of May 1, 2005 (the “Issuance
      Date).

     

    ARTICLE
      I

    PAYMENT
      OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT

     

    1.1.    Payment
      of Principal and Interest.
      Payment
      of the principal and accrued interest on this Debenture shall be made in such
      coin or currency of the United States of America as at the time of payment
      shall
      be legal tender for the payment of public and private debts. Interest (computed
      on the basis of a 360-day year for the number of days elapsed) on the unpaid
      portion of said principal amount from time to time outstanding shall be paid
      by
      the Company at the rate of eight percent (8%) per annum, in like coin and
      currency, or at the option of the Company in shares of the Company’s Common
      Stock, payable to the Payee in annual installments on each May 1 during the
      term
      of this Debenture (an “Interest Payment Date”), with the first Interest Payment
      Date hereunder scheduled to be May 1, 2006 and the last Interest Payment Date
      to
      be on the Maturity Date. Interest shall accrue from the Issuance Date. Both
      principal hereof and interest thereon are payable at the Holder’s address above
      or such other address as the Holder shall designate from time to time by written
      notice to the Company. The Company will pay or cause to be paid all sums
      becoming due hereon for principal and interest by check, sent to the Holder’s
      above address or to such other address as the Holder may designate for such
      purpose from time to time by written notice to the Company, without any
      requirement for the presentation of this Debenture or making any notation
      thereon, except that the Holder hereof agrees that payment of the final amount
      due shall be made only upon surrender of this Debenture to the Company for
      cancellation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      the
      Company elects to pay the interest due on a particular Interest Payment Date
      in
      shares of the Company’s common stock, par value $.001 per share (“Common
      Stock”), the number of shares issued as payment of the accrued interest shall be
      equal to the quotient of the aggregate accrued and unpaid interest divided
      by
      the Market Price (as defined in Section 4.1 hereof) on the Interest Payment
      Date. No fractional shares or scrip representing fractional shares will be
      issued upon the payment of accrued interest, but a payment in cash will be
      made,
      in respect of any fraction of a share which would otherwise be issuable in
      connection with the payment of accrued interest in shares of Common
      Stock.

     

    Prior
      to
      any sale or other disposition of this instrument, the Holder hereof agrees
      to
      endorse hereon the amount of principal paid hereon and the last date to which
      interest has been paid hereon and to notify the Company of the name and address
      of the transferee in accordance with the terms of Section 2.2 of this
      Debenture.

     

    1.2.    Extension
      of Payment Date.
      If this
      Debenture or any installment hereof becomes due and payable on a Saturday,
      Sunday or other day on which banks in the State of New Jersey are authorized
      to
      remain closed, the due date hereof shall be extended to the next succeeding
      full
      Business Day (as defined in Section 4.1 hereof). All payments received by the
      Holder shall be applied first to the payment of all accrued interest payable
      hereunder.

     

    ARTICLE
      II

    CONVERSION
      AND OTHER RIGHTS

     

    2.1.    Conversion
      into Common Stock at Option of Holder.
      At any
      time and from time to time until the Maturity Date, this Debenture is
      convertible in whole or in part at the Holder’s option into shares of Common
      Stock, upon surrender of this Debenture, at the office of the Company,
      accompanied by a written notice of conversion in the form of Attachment I
      hereto, or otherwise in form reasonably satisfactory to the Company, duly
      executed by the registered Holder or his, her or its duly authorized attorney.
      Up to fifty-percent
      (50%) of the aggregate principal amount of the Debenture shall be convertible
      into shares of Common Stock at a price per share equal to $0.10 (“Tranche I
      Conversion Price”). The remaining fifty
      percent (50%) of the aggregate principal amount of the Debenture shall be
      convertible into shares of Common Stock at a price per share equal to $0.20
      (“Tranche II Conversion Price”). Together, the Tranche I Conversion Price and
      the Tranche II Conversion Price shall be referred to herein as the “Conversion
      Price.” Interest shall accrue to and include the day prior to the date of
      conversion and shall be paid on the last day of the month in which conversion
      rights hereunder are exercised. No fractional shares or scrip representing
      fractional shares will be issued upon any conversion, but a payment in cash
      will
      be made, in respect of any fraction of a share which would otherwise be issuable
      upon the surrender of this Debenture for conversion. As soon as practicable
      following conversion and upon the Holder’s compliance with the conversion
      procedures described in Section 2.2 hereof, the Company shall deliver a
      certificate for the number of full shares of Common Stock issuable upon
      conversion and a check for any fractional share and, in the event the Debenture
      is converted in part, a new Debenture of like tenor in the principal amount
      equal to the remaining principal balance of this Debenture after giving effect
      to such partial conversion.

     

    
      
         

      

      
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    2.2.    Transfer
      of Debenture; Conversion Procedure.
      This
      Debenture is not divisible. This Debenture and all rights hereunder may be
      sold,
      transferred or otherwise assigned to any person in accordance with and subject
      to the provisions of the Securities Act of 1933, as amended (the “Securities
      Act”), and the rules and regulations promulgated thereunder. Upon the transfer
      of this Debenture through the use of the assignment form attached hereto as
      Attachment I, and in accordance with applicable law or regulation and the
      payment by the Holder of funds sufficient to pay any transfer tax, the Company
      shall issue and register this Debenture in the name of the new
      Holder.

     

    The
      Company shall convert this Debenture upon surrender thereof for conversion
      properly endorsed and accompanied by a properly completed and executed
      Conversion Notice attached hereto as Attachment II and any documentation deemed
      necessary by the Company showing the availability of an exemption under
      applicable state and federal securities laws. Subject to the terms of this
      Debenture, upon surrender of this Debenture, the Company shall issue and deliver
      with all reasonable dispatch to or upon the written order of the Holder of
      such
      Debenture and in such name or names as such Holder may designate, a certificate
      or certificates for the number of full shares of Common Stock due to such Holder
      upon the conversion of this Debenture. The person or persons to whom such
      certificate or certificates are issued by the Company shall be deemed to have
      become the holder of record of such shares of Common Stock as of the date of
      the
      surrender of this Debenture. Upon conversion, the Holder will be required to
      execute and deliver any documentation deemed necessary by the Company showing
      the availability of an exemption under applicable state and federal securities
      laws.

     

    2.3.    Covenants.

     

    (a)    Issuance
      and Shares of Common Stock upon Conversion.
      The
      Company covenants that it will at all times reserve and keep available, free
      from preemptive rights, out of its authorized Common Stock, solely for the
      purpose of issuance upon conversion of this Debenture, such number of shares
      of
      Common Stock as shall equal the aggregate number of shares of Common Stock
      that
      would be issued under this Debenture if fully converted. The Company also
      covenants that all of the shares of Common Stock that shall be issuable upon
      conversion of this Debenture shall, at the time of delivery, and, subject to
      Section 2.4(c) hereof, be duly and validly issued, fully paid, nonassessable
      and
      free from all taxes, liens and charges with respect to the issue thereof (other
      than those which the Company shall promptly pay or discharge).

     

    (b)    Restrictive
      Legend.
      Each
      certificate evidencing shares of Common Stock issued to the Holder following
      the
      conversion of this Debenture shall bear the following restrictive legend until
      such time as the transfer of such security is not restricted under the federal
      securities laws:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
      AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
      OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, RULE 144
      UNDER
      THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
      SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
      REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
      REGISTRATION UNDER SUCH ACT IS AVAILABLE.

     

    2.4.    Adjustment
      of Conversion Price and Number of Underlying Shares.
      The
      number of shares of Common Stock issuable upon the conversion of this Debenture
      and the Conversion Price shall be subject to adjustment from time to time as
      follows:

     

    (a)    Issuance
      or Sale of Securities.
      If in
      any calendar quarter the Company issues or sells, or in accordance with
      subsection (b) below is deemed to have issued or sold, any shares of Common
      Stock (including options, warrants or other securities convertible or
      exercisable into shares of Common Stock), other than pursuant to a Permitted
      Issuance (as such term is defined in Section 4.1 hereof), for a consideration
      per share less than the Conversion Price in effect immediately prior to the
      time
      of such issuance or sale, then immediately upon such issuance or sale, the
      Conversion Price shall be reduced to a price equal to the price or deemed price
      per share of Common Stock issued or sold in such issuance or sale.

     

    
      
         

      

      
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    (b)    Effect
      on Conversion Price of Certain Events.
      For
      purposes of determining the adjusted Conversion Price under Section 2.5(a),
      the
      following shall be applicable:

     

    (i)    Issuance
      of Rights or Options.
      If the
      Company grants any rights, options or warrants to subscribe for or to purchase
      Common Stock or any stock or other securities convertible into or exchangeable
      for Common Stock (such rights or options being herein called “Options” and such
      convertible or exchangeable stock or securities being herein called “Convertible
      Securities”) and the price per share for which Common Stock is issuable upon the
      exercise of such Options or upon conversion or exchange of such Convertible
      Securities is less than the Conversion Price in effect immediately prior to
      the
      time of such issuance or sale, then the total maximum number of shares of Common
      Stock issuable upon the exercise of such Options or upon conversion or exchange
      of such Convertible Securities shall be deemed to be outstanding and to have
      been issued and sold by the Company for such price per share, unless the
      issuance of such shares of Common Stock upon such exercise, conversion or
      exchange constitutes a Permitted Issuance.

     

    For
      purposes of this subsection (b)(i), the “price per share for which Common Stock
      is issuable upon exercise of such Options or upon conversion or exchange of
      such
      Convertible Securities” is determined by dividing (x) the total amount, if any,
      received or receivable by the Company as consideration for the granting of
      all
      such Options, plus the minimum aggregate amount of additional consideration
      payable to the Company upon the exercise of all such Options, plus in the case
      of such Options which relate to Convertible Securities, the minimum aggregate
      amount of additional consideration, if any, payable to the Company upon the
      issuance or sale of such Convertible Securities and the conversion or exchange
      thereof, by (y) the total number of shares of Common Stock issuable upon
      exercise of all such Options or upon the conversion or exchange of all such
      Convertible Securities issuable upon the exercise of such Options. 

     

    (ii)    Issuance
      of Convertible Securities.
      If the
      Company issues or sells any Convertible Securities and the “price per share of
      which Common Stock is issuable upon such conversion or exchange” is less than
      the Conversion Price in effect immediately prior to the time of such issuance
      or
      sale, then the maximum number of shares of Common Stock issuable upon conversion
      or exchange of such Convertible Securities shall be deemed to be outstanding
      and
      to have been issued and sold by the Company for such price per share, unless
      the
      issuance of such shares of Common Stock upon such exercise, conversion or
      exchange constitutes a Permitted Issuance. For the purposes of this subsection
      (b)(2), the “price per share for which Common Stock is issuable upon such
      conversion or exchange” is determined by dividing (x) the total amount received
      or receivable by the Company as consideration for the issuance or sale of all
      such Convertible Securities, plus the minimum aggregate amount of additional
      consideration, if any, payable to the Company upon the conversion or exchange
      thereof, by (y) the total maximum number of shares of Common Stock issuable
      upon
      the conversion or exchange of all such Convertible Securities.

     

    (iii)    Calculation
      of Consideration Received.
      If any
      Common Stock, Options or Convertible Securities are issued or sold or deemed
      to
      have been issued or sold for cash, the consideration received therefor shall
      be
      deemed to be the net amount payable by the purchaser or purchasers thereof
      after
      deducting underwriting discounts, commissions or other expenses of sale. In
      case
      any Common Stock, Options or Convertible Securities are issued or sold for
      a
      consideration other than cash, the amount of the consideration other than cash
      received by the Company shall be the fair value of such consideration, except
      where such consideration consists of securities, in which case the amount of
      consideration received by the Company shall be the Market Price thereof as
      of
      the date of receipt. In case any Common Stock, Options or Convertible Securities
      are issued to the owners of the non-surviving entity in connection with any
      merger in which the Company is the surviving entity, the amount of consideration
      therefor shall be deemed to be the fair value of such portion of the net assets
      and business of the non-surviving entity as is attributable to such Common
      Stock, Options or Convertible Securities, as the case may be. The fair value
      of
      any consideration other than cash or securities shall be determined by the
      Board
      of Directors of the Company in good faith exercise of its business
      judgment.

     

    
      
         

      

      
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    (c)    Adjustment
      for Stock Splits and Combinations.
      If the
      Company at any time or from time to time after the date of this Debenture
      effects a subdivision of the outstanding Common Stock or combines the
      outstanding shares of Common Stock, then, in each such case, the Conversion
      Price in effect immediately prior to such event shall be adjusted so that each
      Holder of conversion rights under this Debenture shall have the right to convert
      his, her or its interests into the number of shares of Common Stock which he,
      she or it would have owned after the event had such shares of Common Stock
      been
      converted immediately prior to the occurrence of such event. Any adjustment
      under this Section 2.4(c) shall become effective as of the date and time such
      subdivision or combination becomes effective.

     

    (d)    Reorganization,
      Reclassification, Consolidation, Merger or Sale.

     

    (i)    Any
      recapitalization, reorganization, reclassification, consolidation, merger,
      sale
      of all or substantially all of the Company’s assets to another Person (as
      defined in Section 4.1 hereof) and any transaction which is effected in such
      a
      way that holders of more than fifty percent (50%) of the shares of Common Stock
      then outstanding are entitled to receive (either directly or upon subsequent
      liquidation) stock, securities or assets of another Person with respect to
      or in
      exchange for Common Stock is referred to herein as a “Change of
      Control.”

     

    (ii)    In
      the
      event of a Change of Control, any principal amount of the Debentures not yet
      converted will be converted at the option of the Holder on the effective date
      of
      the Change of Control. Any principal amount of the Debentures not converted
      on
      or before the effective date of the Change of Control will cease being
      convertible thereafter.

     

    (e)    No
      Impairment.
      The
      Company will not, through any reorganization, recapitalization, transfer of
      assets, consolidation, merger, dissolution, issue or sale of securities or
      any
      other voluntary action, avoid or seek to avoid the observance or performance
      of
      any of the terms to be observed or performed hereunder by the
      Company.

     

    (f)    Record
      Date.
      If the
      Company takes a record of the holders of Common Stock for the purpose of
      entitling them (i) to receive a dividend or other distribution payable in Common
      Stock, Options or in Convertible Securities or (ii) to subscribe for or purchase
      Common Stock, Options or Convertible Securities, then such record date shall
      be
      deemed to be the date of the issue or sale of the shares of Common Stock deemed
      to have been issued or sold upon the declaration of such dividend or the making
      of such other distribution or the date of the granting of such right of
      subscription or purchase, as the case may be.

     

    
      
         

      

      
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    (g)    Actions
      to Maintain Conversion Price Above Par Value.
      Before
      taking any action which would cause an adjustment in the Conversion Price such
      that, upon conversion of the Debentures, shares of Common Stock with par value,
      if any, would be deemed to be issued below the then par value of the Common
      Stock, the Company will take any corporate action which may, in the opinion
      of
      its counsel, be reasonable necessary in order that the Company may validly
      and
      legally issue fully paid and non-assessable shares of Common Stock at the
      Conversion Price as so adjusted.

     

    (h)    Certificate
      of Adjustment.
      In any
      case of an adjustment of the number of shares of Common Stock or other
      securities issuable upon conversion of the Debentures, the chief financial
      officer or the president of the Company shall compute such adjustment in
      accordance with the provisions hereof and prepare and sign a certificate showing
      such adjustment, and shall mail such certificate, by first class mail, postage
      prepaid, to each Holder of this Debenture at the Holder’s address as shown in
      the Company’s books. The certificate shall set forth such adjustment, showing in
      detail the facts upon which such adjustment is based, including a statement
      of
      the number of shares of Common Stock and the type and amount, if any, of other
      property which at the time would be received upon conversion of this
      Debenture.

     

    (i)    Notices
      of Record Date.
      In the
      event of (i) any taking by the Company of a record of the holders of any class
      of securities for the purpose of determining the holders thereof who are
      entitled to receive any dividend or other distribution, (ii) offer for
      subscription any additional shares of capital stock of any class or series,
      (iii) any reclassification or recapitalization of Common Stock outstanding
      involving a change in Common Stock or (iv) any Change of Control or voluntary
      or
      involuntary dissolution, liquidation or winding up of the Company, the Company
      shall mail to each holder of a Debenture, not less than ten (10) days and not
      more than sixty (60) days prior to the date on which the books of the Company
      shall close, the record date specified therein or the effective date thereof
      as
      the case may be, a notice specifying (A) the material terms and conditions
      of
      the proposed action, (B) the date on which any such record is to be taken for
      the purpose of such dividend or distribution and a description of such dividend
      or distribution, (C) the date on which any such Change in Control, dissolution,
      liquidation or winding up is expected to become effective, and (D) the time,
      if
      any, that is to be fixed, as to when the holders of record of Common Stock
      (or
      other securities) shall be entitled to exchange their shares of Common Stock
      (or
      other securities) shall be entitled to exchange their shares of Common Stock
      (or
      other securities) for securities or other property deliverable upon such Change
      of Control, dissolution, liquidation or winding up.

     

    (j)    Notices.
      Any
      notice required by the provisions of this Section 2.4 shall be in writing and
      shall be deemed given upon delivery if delivered personally or by a recognized
      commercial courier with receipt acknowledged, or upon the expiration of
      seventy-two (72) hours after the same has been deposited in the United States
      mail, by certified or registered mail, return receipt requested, postage
      prepaid, and addressed to the holder at his, her or its address appearing on
      the
      books of the Company.

     

    
      
         

      

      
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    (k)    Closing
      of Books.
      The
      Company will at no time close its transfer books against the transfer of any
      shares of Common Stock issued or issuable upon the conversion of any Debentures
      in any manner which interferes with the timely conversion of such shares of
      Common Stock.

     

    ARTICLE
      III

    REGISTRATION
      RIGHTS

     

    3.1.    Demand
      Registration.
      At any
      time subsequent to one year from the Issuance Date, the holders of more than
      fifty percent (50%) of the aggregate principal amount of the then outstanding
      Debentures or the securities receivable upon the conversion of such Debentures
      shall have the right, exercisable by written notice to the Company, to have
      the
      Company prepare and file with the Securities and Exchange Commission (the
“SEC”), on two (2) occasions, a registration statement (the “Registration
      Statement”) under the Securities Act for purposes of registering thereunder all
      of the Registrable Securities that the Company has been so requested to register
      by such holders along with such other documents, including a prospectus, as
      may
      be necessary in the opinion of counsel for the Company, in order to comply
      with
      the provisions of the Securities Act, so as to permit a public offering and
      sale, for a period of nine (9) months.

     

    3.2.    Incidental
      Registration.
      If at
      any time after the Issuance Date, the Company proposes to register any of its
      Common Stock under the Securities Act by registration on any form other than
      Form S-4 or S-8, whether or not for sale for its own account, it shall each
      such
      time give prompt written notice to the Holder of its intention to do so and
      of
      the Holder’s registration rights under this Article III. Upon the written
      request of the Holder, made as promptly as practicable and in any event within
      ten (10) Business Days after the receipt of notice from the Company (which
      request shall specify the Registrable Securities as such term is defined in
      Section 4.1 hereof, intended to be disposed of by the Holder and the intended
      method of disposition), the Company shall use its reasonable best efforts to
      effect, in the Registration Statement, the registration under the Securities
      Act
      of all Registrable Securities that the Company has been so requested to register
      by the Holder to the extent required to permit the disposition of such
      Registrable Securities in accordance with the intended methods thereof described
      as aforesaid; provided,
      however,
      immediately upon notification to the Company from the managing underwriter
      of
      the price at which such securities are to be sold, if such price is below the
      price which the Holder shall have indicated to be acceptable to it, the Company
      shall so advise the Holder of such price, and the Holder shall then have the
      right to withdraw its request to have its Registrable Securities included in
      such Registration Statement; provided,
      further,
      that
      if, at any time after giving written notice of its intention to register any
      securities and prior to the effective date of the Registration Statement filed
      in connection with such registration, the Company shall determine for any reason
      not to register or to delay registration of such securities, the Company may,
      at
      its election, (a) give written notice of such determination not to register,
      and
      thereby be relieved of its obligation to register any Registrable Securities
      in
      connection with such registration (but not from any obligation of the Company
      to
      pay the registration expenses in connection therewith), and (b) in the case
      of a
      determination to delay registering, shall be permitted to delay registering
      any
      Registrable Securities, for the same period as the delay in registering such
      other securities.

     

    
      
         

      

      
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    If
      the
      managing underwriter of any underwritten offering under this Section 3.2 shall
      inform the Company by letter that, in its opinion, the number or type of
      Registrable Securities requested to be included in such registration would
      adversely affect such offering, and the Company has so advised the Holder in
      writing, then the Company will include in such registration, to the extent
      of
      the number and type that the Company is so advised can be sold in (or during
      the
      time of) such offering, first,
      all
      securities proposed by the Company to be sold for its own account, and second,
      such Registrable Securities requested to be included in such registration
      pursuant to this Debenture and all other securities proposed to be registered,
      pro rata, based on the number of securities proposed to be
      registered.

     

    3.3.    Obligations
      of the Company.
      In
      connection with the registration of the Registrable Securities as contemplated
      by Sections 3.1 and 3.2, the Company shall:

     

    (a)    prepare
      a
      Registration Statement and file it with the SEC, and thereafter use its
      reasonable best efforts to cause the Registration Statement to become effective,
      which Registration Statement (including any amendments or supplements thereto
      and prospectuses contained therein) shall not contain any untrue statement
      of a
      material fact or omit to state a material fact required to be stated therein,
      or
      necessary to make the statements therein, in light of the circumstances in
      which
      they were made, not misleading;

     

    (b)    prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to the Registration Statement and the prospectus used in connection
      with the Registration Statement as may be necessary to keep the Registration
      Statement effective and to comply with the provisions of the Securities Act
      with
      respect to the disposition of all Registrable Securities covered by the
      Registration Statement for a period of nine (9) months;

     

    (c)    furnish
      to the Holder such number of copies of a prospectus, including a preliminary
      prospectus and all amendments and supplements thereto, and such other documents,
      as the Holder may reasonably request in order to facilitate the disposition
      of
      the Registrable Securities owned by the Holder;

     

    (d)    use
      reasonable efforts to (i) register and qualify the Registrable Securities
      covered by the Registration Statement under such other securities or Blue Sky
      laws of such jurisdictions reasonably requested by the Holder, (ii) prepare
      and
      file in those jurisdictions all required amendments (including post-effective
      amendments) and supplements, (iii) take such other actions as may be necessary
      to maintain such registrations and qualifications in effect at all times the
      Registration Statement is in effect, and (iv) take all other actions necessary
      or advisable to enable the disposition of such securities in all such
      jurisdictions; provided,
      however,
      that
      the Company shall not be required in connection therewith or as a condition
      thereto to qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Article III;

     

    (e)    use
      its
      best efforts to prepare a supplement or amendment to the Registration Statement
      to correct any untrue statement or omission, and deliver a number of copies
      of
      such supplement or amendment to the Holder as he, she or it may reasonably
      request;

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (f)    promptly
      notify the Holder (or, in the event of an underwritten offering, the managing
      underwriters) of the issuance by the SEC of any stop order or other suspension
      of effectiveness of the Registration Statement, and make every reasonable effort
      to obtain the withdrawal of any order suspending the effectiveness of the
      Registration Statement at the earliest possible time;

     

    (g)    provide
      a
      transfer agent and registrar, which may be a single entity, for the Registrable
      Securities not later than the effective date of the Registration Statement;
      and

     

    (h)    cooperate
      with the Holder and the managing underwriter or underwriters, if any, to
      facilitate the timely preparation and delivery of certificates (not bearing
      any
      restrictive legends) representing Registrable Securities to be sold pursuant
      to
      the Registration Statement and enable such certificates to be in such
      denominations or amounts, as the case may be, and registered in such names
      as
      the managing underwriter or underwriters, if any, or the Holder may reasonably
      request.

     

    3.4.    Obligations
      of the Holder.

     

    (a)    It
      shall
      be a condition precedent to the obligations of the Company to take any action
      pursuant to this Debenture with respect to the Holder that the Holder shall
      furnish to the Company such information regarding the Holder, the Registrable
      Securities held by the Holder and the intended method of disposition of such
      securities as shall be reasonably required to effect the registration of the
      Registrable Securities and shall execute such documents and agreements in
      connection with such registration as the Company may reasonably request. At
      least five (5) Business Days prior to the first anticipated filing date of
      the
      Registration Statement, the Company shall notify the Holder of the information
      the Company requires from he, she or it (the “Requested Information”) if he, she
      or it elects to have any of its Registrable Securities included in the
      Registration Statement. If within three (3) Business Days of the filing date
      the
      Company has not received the Requested Information from the Holder, then the
      Company may file the Registration Statement without including Registrable
      Securities of the Holder.

     

    (b)    The
      Holder, by its, his or her acceptance of the Registrable Securities, agrees
      to
      cooperate with the Company in connection with the preparation and filing of
      any
      Registration Statement hereunder.

     

    (c)    In
      the
      event of an underwritten offering, the Holder agrees to enter into and perform
      its obligations under an underwriting agreement, in usual and customary form,
      including without limitation customary indemnification and contribution
      obligations, with the managing underwriter of such offering and to take such
      other actions as are reasonably required in order to expedite or facilitate
      the
      disposition of the Registrable Securities, unless the Holder has decided not
      to
      participate.

     

    (d)    The
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section 3.3(e), the Holder will
      immediately discontinue disposition of Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until its, his
      or
      her receipt of the copies of the supplemented or amended prospectus contemplated
      by Section 3.3(e) and, if so directed by the Company, the Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in its, his or her possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    3.5.    Expenses
      of Registration.
      In
      connection with any and all registrations pursuant to Article III, all expenses
      other than underwriting discounts and commissions incurred in connection with
      registration, filings or qualifications, including, without limitation, all
      registration, listing, filing and qualification fees, printing and accounting
      fees and costs, the fees and disbursements of counsel for the Company shall
      be
      borne by the Company.

     

    3.6.    Indemnification.
      In the
      event any Registrable Securities are included in a Registration Statement under
      this Debenture:

     

    (a)    To
      the
      extent permitted by law, the Company will indemnify and hold harmless the Holder
      (in such capacity) and its members, managers, directors, officers and/or agents,
      any underwriter (as defined in the Securities Act) for the Holder, and each
      person, if any, who controls any such underwriter within the meaning of Section
      15 of the Securities Act (each, an “Indemnified Party”), against any losses,
      claims, damages, expenses, liabilities (joint or several) (collectively,
“Claims”) to which any of them may become subject under the Securities Act, the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise,
      insofar as such Claims (or actions or proceedings, whether commenced or
      threatened, in respect thereof) arise out of or are based upon any of the
      following statements, omissions or violations (each, a “Violation”); (i) any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      Registration Statement or any post-effective amendment thereof, or the omission
      or alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or (ii)
      any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented
      if
      the Company files any amendment thereof or supplement thereto with the SEC),
      or
      the omission or alleged omission to state therein a material fact required
      to be
      stated therein, or necessary in order to make the statements therein, in light
      of the circumstances under which they were made, not misleading. Subject to
      the
      restrictions set forth in Section 3.6(d) with respect to the number of legal
      counsel, the Company shall promptly reimburse the Holder, and each such other
      person entitled to indemnification under this Section 3.6, as such expenses
      are
      incurred and are due and payable, for any legal fees or other reasonable
      expenses incurred by them in connection with investigating or defending any
      such
      Claim, whether or not such Claim, investigation or proceeding is brought or
      initiated by the Company or a third party. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 3.6(a) shall not (i) apply to a Claim arising out of or based upon
      a
      Violation which occurs in reliance upon and in conformity with information
      furnished in writing to the Company by the Holder expressly for use in
      connection with the preparation of the Registration Statement, any prospectus
      or
      any such amendment thereof or supplement thereto or any failure of the Holder
      to
      deliver a prospectus as required by the Securities Act; or (ii) apply to amounts
      paid in settlement of any Claim if such settlement is effected without the
      prior
      written consent of the Company, which consent shall not be unreasonably
      withheld. Such indemnity shall remain in full force and effect regardless of
      any
      investigation made by or on behalf of the Holder and shall survive the transfer
      of the Registrable Securities by the Holder as provided herein.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    (b)    In
      connection with any Registration Statement in which the Holder is participating
      in such capacity, the Holder agrees to indemnify and hold harmless, to the
      same
      extent and in the same manner set forth in Section 3.6(a), the Company, each
      of
      its directors, each of its officers who sign the Registration Statement, each
      person, if any, who controls the Company within the meaning of the Securities
      Act, any underwriter and any other stockholder selling securities pursuant
      to
      the Registration Statement or any of its directors or officers or any person
      who
      controls such stockholder or underwriter (each, also an “Indemnified Party”),
      against any Claim to which any of them may become subject, under the Securities
      Act, the Exchange Act or otherwise, insofar as such Claim arises out of or
      is
      based upon any Violation, in each case to the extent (and only to the extent)
      that such Violation occurs in reliance upon and in conformity with written
      information furnished to the Company by the Holder expressly for use in
      connection with such Registration Statement; and the Holder shall promptly
      reimburse an Indemnified Party, as such expenses are incurred and are due and
      payable, for any legal fees or other reasonable expenses incurred by the
      Indemnified Party in connection with investigating or defending any such Claim,
      whether or not such Claim, investigation or proceeding is brought or initiated
      by the Indemnified Party or a third party; provided,
      however,
      that
      the indemnity agreement contained in this Section 3.6(b) shall not apply to
      amounts paid in settlement of any Claim if such settlement is effected without
      the prior written consent of the Holder, which consent shall not be unreasonably
      withheld.

     

    (c)    The
      Company shall be entitled to receive indemnification from underwriters, selling
      brokers, dealer managers, and similar securities industry professionals
      participating in the distribution to the same extent as provided above, with
      respect to information about such persons so furnished in writing by such
      persons expressly for inclusion in the Registration Statement.

     

    (d)    Promptly
      after receipt by an Indemnified Party under this Section 3.6 of notice of the
      commencement of any action (including any governmental action), such Indemnified
      Party shall, if a Claim in respect thereof is to be made against any
      indemnifying party under this Section 3.6, deliver to an indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly given notice,
      to
      assume control of the defense thereof with counsel satisfactory to the
      Indemnified Party; provided,
      however,
      that an
      Indemnified Party shall have the right to retain its, his or her own counsel,
      with the fees and expenses to be paid by the indemnifying party, if, in the
      reasonable opinion of counsel for such party, representation of such party
      by
      the counsel retained by the indemnifying party would be inappropriate due to
      actual or potential differing interests between such party and any other party
      represented by such counsel in such proceeding. The Company shall pay for only
      one legal counsel for the Holder and any Indemnified Party related thereto;
      such
      legal counsel shall be selected by the Holder or such other Indemnified Party
      subject to the Company’s approval which shall not be unreasonably withheld. The
      failure to deliver written notice to the indemnifying party within a reasonable
      time of the commencement of any such action shall not relieve such indemnifying
      party of any liability to another under this Section 3.6, except to the extent
      that such failure to notify results in the forfeiture by the indemnifying party
      of substantive rights or defenses. The indemnification required by this Section
      3.6 shall be made by periodic payments of the amount thereof during the course
      of the investigation or defense, as such expense, loss, damage or liability
      is
      incurred and is due and payable.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    3.7.    Contribution.
      To the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which, he, she or it would otherwise be liable under Section
      3.6 to the fullest extent permitted by law; provided,
      however,
      that
      (a) no contribution shall be made under circumstances where the maker would
      not
      have been liable for indemnification under Section 3.6, (b) no seller of
      Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning used in the Securities Act) shall be entitled to contribution from
      any
      seller of Registrable Securities who was not guilty of such fraudulent
      misrepresentation, and (c) contribution by any seller of Registrable Securities
      shall be limited in amount to the net amount of proceeds received by such seller
      from the sale of such Registrable Securities.

     

    ARTICLE
      IV

    MISCELLANEOUS

     

    4.1.    Definitions.
      In
      addition to those terms already defined herein, the following terms as used
      in
      this Debenture shall have the meanings set forth below:

     

    “Affiliate”
      means,
      with respect to any Person, any other Person directly or indirectly controlling
      (including but not limited to all directors and officers of such Person),
      controlled by, or under direct or indirect common control with such Person.
      For
      purposes of this definition, “controlling” (including with its correlative
      meanings, the terms “controlled by” and “under common control with”) as used
      with respect to any Person shall mean the possession, directly or indirectly,
      of
      the power (a) to vote or direct the vote of ten percent (10%) or more of the
      securities having ordinary voting power for the election of directors of such
      Company or (b) to direct or cause the direction of the management and policies
      of such corporation, whether through the ownership of securities, by contract
      of
      otherwise.

     

    “Associate”
      shall
      mean, with respect to any Person, (i) a corporation or organization (other
      than
      the Company or a majority-owned Subsidiary of the Company) of which such Person
      is an officer or partner or is, directly or indirectly, the beneficial owner
      of
      ten percent (10%) or more of any class of equity securities, (ii) any trust
      or
      other estate in which such Person has a substantial beneficial interest or
      as to
      which such Person serves as trustee or in a similar capacity, (iii) any relative
      or spouse of such Person, or (iv) any relative of such spouse who has the same
      home as such Person or who is a director or officer of the Company or its
      Subsidiaries.

     

    “Business
      Day”
      means
      any day that is not a Saturday, a Sunday or a day on which banks are required
      or
      permitted to be closed in the State of New Jersey.

     

    “Market
      Price”
      means,
      as to any security, the average of the closing prices of such security’s sales
      on all domestic securities markets on which such security may at the time be
      listed averaged over a period of ten (10) trading days in which the stock traded
      immediately preceding the day as of which “Market Price” is being determined. If
      at any time such security is not listed on any domestic securities exchange
      or
      quoted on the OTC Bulletin Board or other domestic over-the-counter market,
      the
“Market Price” shall be the fair value thereof as determined in good faith by a
      majority of the Company’s Board of Directors (determined without giving effect
      to any discount for minority interest, any restrictions on transferability
      or
      any lack of liquidity of the Common Stock or to the fact that the Company has
      no
      class of equity registered under the Securities Act), such fair value to be
      determined by reference to the price that would be paid between a fully informed
      buyer and seller under no compulsion to buy or sell.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    “Permitted
      Issuance”
      means
      the issuance by the Company of shares of Common Stock: (a) offered to the public
      pursuant to a Qualified Public Offering, (b) in connection with any dividend
      or
      distribution to the holders of Common Stock, (c) upon exercise of any options
      or
      warrants outstanding prior to the Issuance Date, (d) to directors, officers,
      employees or consultants of the Company, (e) to any directors, officers,
      employees or consultants of the Company upon the exercise of any options or
      warrants or other rights issued after the Issuance Date, (f) in connection
      with
      any stock splits, reclassifications, recapitalizations or similar events, (g)
      in
      a private placement to non-Affiliates of the Company for purposes of raising
      capital or upon the exercise of any warrants issued in connection therewith,
      or
      (h) in any merger, consolidation, acquisition or business
      combination.

     

    “Person”
      means
      an individual, partnership, corporation, trust, unincorporated organization,
      joint venture, government or agency, political subdivision thereof, or any
      other
      entity of any kind.

     

    “Qualified
      Public Offering”
      means
      an underwritten initial public offering of shares of Common Stock in which
      the
      Company shall have received net proceeds of at least $5 million and which
      results in a listing of the Common Stock on a national securities exchange
      or
      the NASDAQ Stock Market.

     

    “Registrable
      Securities”
      means
      (i) the shares of Common Stock issuable upon conversion of this Debenture,
      and
      (ii) any securities issued or issuable with respect to Common Stock by way
      of a
      stock dividend or stock split or in connection with a combination or
      reorganization or otherwise.

     

    “Subsidiary”
      means,
      with respect to the Company, any corporation of which an aggregate of fifty
      percent (50%) or more of the outstanding capital stock having ordinary voting
      power to elect a majority of the board of directors of such corporation
      (irrespective of whether, at the time, capital stock of any other class or
      classes of such corporation shall have or might have voting power by reason
      of
      the happening of any contingency) is at the time, directly or indirectly, owned
      by the Company and/or one or more Subsidiaries of the Company.

     

    4.2.    Default.
      If one
      or more of the following described events (each of which being an “Event of
      Default” hereunder) shall occur and shall be continuing,

     

    (i)    any
      of
      the representations, covenants, or warranties made by the Company herein shall
      have been incorrect when made in any material respect; or

     

    (ii)    the
      Company shall breach, fail to perform, or fail to observe in any material
      respect any material covenant, term, provision, condition, agreement or
      obligation of the Company under this Debenture , and such breach or failure
      to
      perform shall not be cured within thirty (30) days after written notice to
      the
      Company; or

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    (iii)    bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings
      for
      relief under any bankruptcy law or any law for the relief of debtors shall
      be
      instituted by or against the Company and, if instituted against the Company,
      Company shall by any action or answer approve of, consent to or acquiesce in
      any
      such proceedings or admit the material allegations of, or default in answering
      a
      petition filed in any such proceeding or such proceedings shall not be dismissed
      within sixty (60) calendar days thereafter; or

     

    (iv)    a
      judgment or order for the payment of money in excess of $250,000 shall be
      rendered against the Company and such judgment or order shall continue
      unsatisfied and unstayed for a period of ten (10) days and the Company has
      not
      filed a formal appeal of such judgment within thirty (30) days of the rendering
      thereof,

     

    then,
      or
      at any time thereafter, and in each and every such case, unless such Event
      of
      Default shall have been waived in writing by the Holder (which waiver shall
      not
      be deemed to be a waiver of any subsequent default) or cured as provided herein,
      at the option of the holders of more than fifty percent (50%) of the aggregate
      principal amount of the then outstanding Debentures, such holders may consider
      the aggregate principal amount of this Debenture (and all interest through
      such
      date) immediately due and payable in cash, without presentment, demand protest
      or notice of any kind, all of which are hereby expressly waived, anything herein
      or in any Debenture or other instruments contained to the contrary
      notwithstanding, and Holder may immediately enforce any and all of the Holder’s
      rights and remedies provided herein or any other rights or remedies afforded
      by
      law. 

     

    4.3.    Prepayment.
      The
      principal amount of this Debenture and any accrued and unpaid interest thereon
      may be prepaid, in whole or in part, at any time without penalty or premium,
      at
      the discretion of the Company.

     

    4.4.    Rights
      Cumulative.
      The
      rights, powers and remedies given to the Holder under this Debenture shall
      be in
      addition to all rights, powers and remedies given to him, her or it by virtue
      of
      any document or instrument executed in connection therewith, or any statute
      or
      rule of law.

     

    4.5.    No
      Waivers.
      Any
      forbearance, failure or delay by the Payee in exercising any right, power or
      remedy under this Debenture, any documents or instruments executed in connection
      therewith or otherwise available to the Holder shall not be deemed to be a
      waiver of such right, power or remedy, nor shall any single or partial exercise
      of any right, power or remedy preclude the further exercise
      thereof.

     

    4.6.    Amendments
      in Writing.
      No
      modification or waiver of any provision of this Debenture, or any documents
      or
      instruments executed in connection therewith shall be effective unless it shall
      be in writing and signed by the Holder, and any such modification or waiver
      shall apply only in the specific instance for which given.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    4.7.    Governing
      Law.
      This
      Debenture and the rights and obligations of the parties hereto, shall be
      governed, construed and interpreted according to the laws of the State of New
      Jersey.

     

    4.8.    Successors.
      The term
“Payee” and “Holder” as used herein shall be deemed to include the Payee and its
      successors, endorsees and assigns.

     

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

     

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

     

    4.11.    No
      Rights as Shareholder.
      Nothing
      contained in this Debenture shall be construed as conferring upon the Holder
      the
      right to vote or to receive dividends (except as provided in Article II of
      this
      Debenture) or to consent or to receive notice as a shareholder in respect of
      any
      meeting of shareholders for the election of directors of the Company or of
      any
      other matter, or any rights whatsoever as shareholders of the
      Company.

     


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, Medi-Hut Co., Inc. has caused this Debenture to be duly
      executed and delivered as of the date first above written.

     

    
      	 	 	 
	 	MEDI-HUT
              CO., INC.
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              S. Gifford
	 	
              

            
	 	
              Name:   
                Thomas S. Gifford

              Title:      
                Executive Vice President and Chief Financial
                Officer

            


    

    
 

    
      
         

      

      
        -16-

        
          

        

      

      
         

        
        

      

    


    ATTACHMENT
      I

     

    Assignment

     

    For
      value
      received, the undersigned hereby assigns to _____________, $___________
      principal amount of 8% Convertible Debenture due April 30, 2007 evidenced hereby
      and hereby irrevocably appoints __________________ attorney to transfer the
      Debenture on the books of the within named corporation with full power of
      substitution in the premises.

     

    
      	Dated:	 	 
	 	 	 
	In
              the presence of:	 	
            
	 	 	 
	   
	 	   

	 	 	Print Name
	 	 	 
	 	 	   

	 	 	Signature


    

     

    
 

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    


    ATTACHMENT
      II

     

    CONVERSION
      NOTICE

     

    TO:
      MEDI-HUT CO., INC.

     

    The
      undersigned holder of this Debenture hereby irrevocably exercises the option
      to
      convert $________ principal amount of such Debenture (which may be less than
      the
      stated principal amount thereof) into shares of Common Stock of Medi-Hut Co.,
      Inc., in accordance with the terms of such Debenture, and directs that the
      shares of Common Stock issuable and deliverable upon such conversion, together
      with a check (if applicable) in payment for any fractional shares as provided
      in
      such Debenture, be issued and delivered to the undersigned unless a different
      name has been indicated below. If shares of Common Stock are to be issued in
      the
      name of a person other than the undersigned holder of such Debenture, the
      undersigned will pay all transfer taxes payable with respect
      thereto.

     

    
      	
              Address
                of Holder

            	 	 
	   
	 	 
	   
	 	 
	   
	 	   

	 	 	
              Print
                Name of Holder

            
	 	 	 
	 	 	   

	 	 	
              Signature
                of Holder

            


    

    Principal
      amount of Debenture to be converted $________

     

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

     

    
      	
              Address
                of Transferee

            	 	 
	   
	 	 
	   
	 	 
	   
	 	   

	 	 	
              Print
                Name of Transferee

            
	 	 	 
	 	 	   

	 	 	
              Social
                Security or Employer Identification Number of
                Transferee

            


    

    


     


    
      
         

      

        -18-