THIS
      NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
      APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF
      AN
      OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
      TO
      THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
      HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
      FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES
      LAWS.

    


    


    DUSKA
      THERAPEUTICS, INC.

    


    Form
      of
      Senior Secured Convertible Promissory Note

    due
      September ____, 2009

     

    
      
        	
                No.
                  _____

              	
                $___________

              
	
                Dated:
                  September __, 2007

              	 


      

       

    

    For
      value
      received, DUSKA
      THERAPEUTICS, INC.,
      a
      Nevada corporation (the “Maker”),
      hereby promises to pay to the order of _______________________ (together with
      its successors, representatives, and permitted assigns, the “Holder”),
      in
      accordance with the terms hereinafter provided, the principal amount of
      ________________________ ($______________), together with interest thereon.
      Concurrently with the issuance of this Note, the Maker is issuing separate
      senior secured convertible promissory notes (the “Other
      Notes”)
      to
      separate purchasers (the “Other
      Holders”)
      pursuant to the Purchase Agreement (as defined in Section 1.1 hereof).


     

    All
      payments under or pursuant to this Note shall be made in United States Dollars
      in immediately available funds to the Holder at
      the
      address of the Holder first set forth above or at such other place as the Holder
      may designate from time to time in writing to the Maker or by wire transfer
      of
      funds to the Holder’s account, instructions for which are attached hereto as
Exhibit
      A. The
      outstanding principal balance of this Note shall be due and payable on September
      ____ , 2009 (the “Maturity
      Date”)
      or at
      such earlier time as provided herein. 

     

    ARTICLE
      I  

     

    Section
      1.1  Purchase
      Agreement.
      This
      Note has been executed and delivered pursuant to the Note and Warrant Purchase
      Agreement, dated as of September __, 2007 (the “Purchase Agreement”), by
      and among the Maker
      and the
      purchasers listed therein. Capitalized terms used and not otherwise defined
      herein shall have the meanings set forth for such terms in the Purchase
      Agreement. 

     

    Section
      1.2  Interest.
      Beginning on the issuance date of this Note (the “Issuance Date”), the
      outstanding principal balance of this Note shall bear interest, in arrears,
      at a
      rate per annum equal to ten percent (10%), payable quarterly on October 1,
      January 1, April 1 and July 1 of each year (each, an “Interest Payment Date”)
      commencing October 1, 2007, at the option of the Maker in (A) cash or (B) in
      registered shares of the Maker’s common stock, par value $0.001 per share (the
“Common Stock”); provided, however, (i) payment of interest in shares of Common
      Stock may only occur if during the 20 Trading Days immediately prior to the
      applicable Interest Payment Date and through and including the date such shares
      of Common Stock are issued to the Holder all of the Equity Conditions, unless
      waived by the Holder in writing, have been met and the Maker shall have given
      the Holder notice in accordance with the notice requirements set forth below
      and
      (ii) as to such Interest Payment Date, on or prior to the such Interest Payment
      Date, the Maker shall have delivered to the Holder’s account with The Depository
      Trust Company a number of shares of Common Stock to be applied against such
      interest payment equal to the quotient of (x) the applicable interest payment
      divided by (y) the then Conversion Price. Interest shall be computed on the
      basis of a 360-day year of twelve (12) 30-day months, shall compound monthly
      and
      shall accrue commencing on the Issuance Date. Furthermore,
      upon the occurrence of an Event of Default (as defined in Section 2.1 hereof),
      the Maker will pay interest to the Holder, payable on demand, on the outstanding
      principal balance of and unpaid interest on the Note from the date of the Event
      of Default until such Event of Default is cured at the rate of the lesser of
      eighteen percent (18%) and the maximum applicable legal rate per
      annum. Notwithstanding
      the above, the Maker may not issue a number of shares of Common Stock in excess
      of the Maximum Monthly Interest Share Amount toward the payment of Interest,
      as
      to all outstanding Notes and other Notes, in the aggregate, during any rolling
      twenty (20) Trading Day period. For purposes hereof, “Maximum Monthly Share
      Amount” means 20% of the aggregate dollar trading volume (as reported on
      Bloomberg) of the Common Stock on the principal Trading Market over the twenty
      (20) consecutive Trading Day period immediately prior to the applicable Interest
      Payment Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      1.3  Payment
      of Principal; No Prepayment.   The Principal Amount
      hereof shall
      be paid in full on the Maturity Date or, if earlier, upon acceleration of this
      Note in accordance with the terms hereof. Any amount of principal repaid
      hereunder may not be reborrowed. Subject to Section 3.1, the Maker may not
      prepay any portion of the principal amount of this Note without the prior
      written consent of the Holder, which may be withheld in the Holder’s sole and
      absolute discretion.

     

    Section
      1.4  Security
      Agreement.   The obligations of
      the Maker
      hereunder are secured by a continuing security interest in certain assets of
      the
      Maker pursuant to the terms of a Security Agreement dated as of September __,
      2007 by and among the Maker and the Maker’s subsidiaries, on the one hand, and
      the Holder and the Other Holders, on the other hand. 

     

    Section
      1.5  Payment
      on Non-Business Days.  
Whenever any payment
      to be made shall be due on a Saturday, Sunday or a
      public holiday under the laws of the State of New York, such payment may be
      due
      on the next succeeding business day and such next succeeding day shall be
      included in the calculation of the amount of accrued interest payable on such
      date.

     

    Section
      1.6  Transfer.   This
      Note may be
      transferred or sold, subject to the provisions of Section 5.8 of this Note,
      or
      pledged, hypothecated or otherwise granted as security by the
      Holder.

     

    Section
      1.7  Replacement.   Upon
      receipt of a duly
      executed, notarized and unsecured written statement from the Holder with respect
      to the loss, theft or destruction of this Note (or any replacement hereof)
      and a
      standard indemnity, or, in the case of a mutilation of this Note, upon surrender
      and cancellation of such Note, the Maker shall issue a new Note, of like tenor
      and amount, in lieu of such lost, stolen, destroyed or mutilated
      Note.

     

    Section
      1.8  Use
      of
      Proceeds.   The Maker shall use
      the proceeds
      of this Note as set forth in the Purchase Agreement.

     

     

    ARTICLE
      II  

     

    EVENTS
      OF DEFAULT; REMEDIES

     

    Section
      2.1  -Events
      of Default.
      The
      occurrence of any of the following events shall be an “Event of Default” under
      this Note:

     

    (a)  any
      default in the payment of (1) the principal amount hereunder when due, or (2)
      interest on, or liquidated damages in respect of, this Note, as and when the
      same shall become due and payable (whether on the Maturity Date or by
      acceleration or otherwise); or

     

    (b)  the
      Maker
      shall fail to observe or perform any other covenant or agreement contained
      in
      this Note or any Other Note which failure is not cured, if possible to cure,
      within 3 business days after notice of such default sent by the Holder or by
      any
      other Holder; or

     

    (c)  the
      suspension from listing, without subsequent listing on any one of, or the
      failure of the Common Stock to be listed on at least one of the OTC Bulletin
      Board, the American Stock Exchange, the Nasdaq National Market, the Nasdaq
      SmallCap Market or The New York Stock Exchange, Inc. for a period of five (5)
      consecutive Trading Days; or

     

    (d)  the
      Maker’s notice to the Holder, including by way of public announcement, at any
      time, of its inability to comply (including for any of the reasons described
      in
      Section 3.7(a) hereof) or its intention not to comply with proper requests
      for
      conversion of this Note into shares of Common Stock; or

     

    (e)  the
      Maker
      shall fail to (i) timely deliver the shares of Common Stock upon conversion
      of
      the Note or any interest accrued and unpaid, (ii) file the Registration
      Statement in accordance with the terms of the Registration Rights Agreement
      or
      (iii) make the payment of any fees and/or liquidated damages under this Note,
      the Purchase Agreement or the Registration Rights Agreement or the other
      Transaction Documents, which failure in the case of items (i) and (iii) of
      this
      Section 2.1(e) is not remedied within three (3) business days after the
      incurrence thereof; or

     

    (f)  while
      the
      Registration Statement is required to be maintained effective pursuant to the
      terms of the Registration Rights Agreement, the effectiveness of the
      Registration Statement (as defined in the Registration Rights Agreement) lapses
      for any reason (including, without limitation, the issuance of a stop order)
      or
      is unavailable to the Holder for sale of the Registrable Securities (as defined
      in the Registration Rights Agreement) in accordance with the terms of the
      Registration Rights Agreement, and such lapse or unavailability continues for
      a
      period of ten (10) consecutive Trading Days, provided
      that the
      Maker has not exercised its rights pursuant to Section 3(n) of the Registration
      Rights Agreement; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  default
      shall be made in the performance or observance of (i) any covenant, condition
      or
      agreement contained in this Note (other than as set forth in clause (f) of
      this
      Section 2.1) and such default is not fully cured within three (3) business
      days
      after the Maker receives notice from the Holder of the occurrence thereof or
      (ii) any material covenant, condition or agreement contained in the Purchase
      Agreement, the Other Notes, the Registration Rights Agreement or any other
      Transaction Document (including, without limitation, any use of the proceeds
      of
      this Note and the Other Notes other than as permitted in the Purchase Agreement)
      that is not covered by any other provisions of this Section 2.1 and such default
      is not fully cured within three (3) business days after the Maker receives
      notice from the Holder of the occurrence thereof; or

     

    (h)  any
      material representation or warranty made by the Maker herein or in the Purchase
      Agreement, the Registration Rights Agreement, the Other Notes or any other
      Transaction Document shall prove to have been false or incorrect or breached
      in
      a material respect on the date as of which made; or

     

    (i)  the
      Maker
      shall (A) default in any payment of any amount or amounts of principal of or
      interest on any Indebtedness (other than the Indebtedness hereunder) the
      aggregate principal amount of which Indebtedness is in excess of
      $300,000 or
      (B)
      default in the observance or performance of any other agreement or condition
      relating to any Indebtedness or contained in any instrument or agreement
      evidencing, securing or relating thereto, or any other event shall occur or
      condition exist, the effect of which default or other event or condition is
      to
      cause, or to permit the holder or holders or beneficiary or beneficiaries of
      such Indebtedness to cause with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity; or 

     

    (j)  the
      Maker
      shall (i) apply for or consent to the appointment of, or the taking of
      possession by, a receiver, custodian, trustee or liquidator of itself or of
      all
      or a substantial part of its property or assets, (ii) make a general assignment
      for the benefit of its creditors, (iii) commence a voluntary case under the
      United States Bankruptcy Code (as now or hereafter in effect) or under the
      comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition
      seeking to take advantage of any bankruptcy, insolvency, moratorium,
      reorganization or other similar law affecting the enforcement of creditors’
rights generally, (v) acquiesce in writing to any petition filed against it
      in
      an involuntary case under United States Bankruptcy Code (as now or hereafter
      in
      effect) or under the comparable laws of any jurisdiction (foreign or domestic),
      (vi) issue a notice of bankruptcy or winding down of its operations or issue
      a
      press release regarding same, or (vii) take any action under the laws of any
      jurisdiction (foreign or domestic) analogous to any of the foregoing; or


     

    (k)  a
      proceeding or case shall be commenced in respect of the Maker, without its
      application or consent, in any court of competent jurisdiction, seeking (i)
      the
      liquidation, reorganization, moratorium, dissolution, winding up, or composition
      or readjustment of its debts, (ii) the appointment of a trustee, receiver,
      custodian, liquidator or the like of it or of all or any substantial part of
      its
      assets in connection with the liquidation or dissolution of the Maker or (iii)
      similar relief in respect of it under any law providing for the relief of
      debtors, and such proceeding or case described in clause (i), (ii) or (iii)
      shall continue undismissed, or unstayed and in effect, for a period of thirty
      (30) days or any order for relief shall be entered in an involuntary case under
      United States Bankruptcy Code (as now or hereafter in effect) or under the
      comparable laws of any jurisdiction (foreign or domestic) against the Maker
      or
      action under the laws of any jurisdiction (foreign or domestic) analogous to
      any
      of the foregoing shall be taken with respect to the Maker and shall continue
      undismissed, or unstayed and in effect for a period of sixty (60) days;
      or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (l)  the
      failure of the Maker to instruct its transfer agent to remove any legends from
      shares of Common Stock eligible to be sold under Rule 144 of the Securities
      Act
      and issue such unlegended certificates to the Holder within three (3) business
      days of the Holder’s request so long as the Holder has provided reasonable
      assurances to the Maker that such shares of Common Stock can be sold pursuant
      to
      Rule 144; or

     

    (m)  the
      occurrence of an Event of Default under any of the Other Notes.

     

    Section
      2.2  -Remedies
      Upon An Event of Default.
      If an
      Event of Default shall have occurred and shall be continuing, the Holder of
      this
      Note may at any time at its option declare the entire unpaid principal balance
      of this Note, together with all interest accrued hereon, due and payable, and
      thereupon, the same shall be accelerated and so due and payable, without
      presentment, demand, protest, or notice, all of which are hereby expressly
      unconditionally and irrevocably waived by the Maker; provided, however, that
      upon the occurrence of an Event of Default described above, the Holder, in
      its
      sole and absolute discretion, may (a) demand the prepayment of this Note
      pursuant to Section 3.6(a) hereof (to the extent permitted by Section 3.6(a)
      hereof), (b) demand that the principal amount of this Note then outstanding
      and
      all accrued and unpaid interest thereon shall be converted into shares of Common
      Stock at the Conversion Price per share on the Trading Day immediately preceding
      the date the Holder demands conversion pursuant to this clause, or (c) exercise
      or otherwise enforce any one or more of the Holder’s rights, powers, privileges,
      remedies and interests under this Note, the Purchase Agreement, the Registration
      Rights Agreement or applicable law. No course of delay on the part of the Holder
      shall operate as a waiver thereof or otherwise prejudice the right of the
      Holder. No remedy conferred hereby shall be exclusive of any other remedy
      referred to herein or now or hereafter available at law, in equity, by statute
      or otherwise.

     

    ARTICLE
      III  

     

    -CONVERSION;
      ANTIDILUTION; PREPAYMENT

     

    Section
      3.1  -Conversion
      Option.
      

     

    (a)  At
      any
      time and from time to time on or after the Issuance Date, this Note shall be
      convertible (in whole or in part), at the option of the Holder (the
“Conversion
      Option”),
      into
      such number of fully paid and non-assessable shares of Common Stock (the
“Conversion
      Rate”)
      as is
      determined by dividing (x) that portion of the outstanding principal balance
      plus any accrued but unpaid interest under this Note as of such date that the
      Holder elects to convert by (y) the Conversion Price (as defined in Section
      3.2
      hereof) then in effect on the date on which the Holder faxes a notice of
      conversion (the “Conversion
      Notice”),
      duly
      executed, to the Maker (facsimile number _________________, Attn.: [ ]) (the
      “Voluntary
      Conversion Date”),
      provided, however, that the Conversion Price shall be subject to adjustment
      as
      described in Section 3.5 below. The Holder shall deliver this Note to the Maker
      at the address designated in the Purchase Agreement at such time that this
      Note
      is fully converted. With respect to partial conversions of this Note, the Maker
      shall keep written records of the amount of this Note converted as of each
      Conversion Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  On
      the
      Mandatory Conversion Date (as defined below), the Maker may cause the principal
      amount of this Note plus all accrued and unpaid interest to convert into a
      number of fully paid and nonassessable shares of Common Stock equal to the
      quotient of (i) the principal amount of this Note plus all accrued and unpaid
      interest outstanding on the Mandatory Conversion Date divided by (ii) the
      Conversion Price in effect on the Mandatory Conversion Date by providing five
      business (5) days prior written notice of such Mandatory Conversion Date;
provided,
      that,
      the Maker shall not convert into shares of Common Stock, during any twenty
      day
      period, an aggregate principal amount of this Note and the Other Notes (in
      the
      aggregate) in excess of twenty percent (20%) of the product of (i) the average
      VWAP during the 20 consecutive Trading Days ending on the Mandatory Conversion
      Date and (ii) the average volume of shares of Common Stock traded on the
      principal market for the Common Stock during the 20 consecutive Trading Days
      ending on the Mandatory Conversion Date. As used herein, a “Mandatory
      Conversion Date”
shall
      be a date following the effective date of the Registration Statement in which
      the Closing Bid Price exceeds $1.60 (as appropriately adjusted for stock splits
      and combinations) for a period of twenty (20) consecutive Trading Days;
provided,
      that
      the
      Equity Conditions are satisfied on the Mandatory Conversion Date and the date
      of
      the delivery of such shares of Common Stock pursuant to the mandatory
      conversion. The Mandatory Conversion Date and the Voluntary Conversion Date
      collectively are referred to in this Note as the “Conversion
      Date.”

     

    Section
      3.2  Conversion
      Price.
      The
      term “Conversion Price” shall mean $0.40, subject to adjustment under Section
      3.5 hereof. 

    
                          


    

    
      	Section
              3.3  	
              Mechanics
                of Conversion.

            


    

     

    (a)  Not
      later
      than three (3) Trading Days after any Conversion Date, the Maker or its
      designated transfer agent, as applicable, shall issue and deliver to the
      Depository Trust Company (“DTC”)
      account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
      System (“DWAC”)
      as
      specified in the Conversion Notice, 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. In the alternative, not later than three (3) Trading Days after any
      Conversion Date, the Maker shall deliver to the applicable Holder by express
      courier a certificate or certificates which shall be free of restrictive legends
      and trading restrictions (other than those required by Section 5.1 of the
      Purchase Agreement) representing the number of shares of Common Stock being
      acquired upon the conversion of this Note (the “Delivery
      Date”).
      Notwithstanding the foregoing to the contrary, the Maker or its transfer agent
      shall only be obligated to issue and deliver the shares to the DTC on the
      Holder’s behalf via DWAC (or certificates free of restrictive legends) if such
      conversion is in connection with a sale and the Holder has complied with the
      applicable prospectus delivery requirements (as evidenced by documentation
      furnished to and reasonably satisfactory to the Maker). If in the case of any
      Conversion Notice such certificate or certificates are not delivered to or
      as
      directed by the applicable Holder by the Delivery Date, the Holder shall be
      entitled by written notice to the Maker at any time on or before its receipt
      of
      such certificate or certificates thereafter, to rescind such conversion, in
      which event the Maker shall immediately return this Note tendered for
      conversion, whereupon the Maker and the Holder shall each be restored to their
      respective positions immediately prior to the delivery of such notice of
      revocation, except that any amounts described in Sections 3.3(b) and (c) shall
      be payable through the date notice of rescission is given to the Maker.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Maker
      understands that a delay in the delivery of the shares of Common Stock upon
      conversion of this Note beyond the Delivery Date could result in economic loss
      to the Holder. If the Maker fails to deliver to the Holder such shares via
      DWAC
      (or, if applicable, certificates) by the Delivery Date, the Maker shall pay
      to
      such Holder, in cash, an amount per Trading Day for each Trading Day until
      such
      shares are delivered via DWAC or certificates are delivered (if applicable),
      together with interest on such amount at a rate of 10% per annum, accruing
      until
      such amount and any accrued interest thereon is paid in full, equal to the
      greater of (A) (i) 1% of the aggregate principal amount of the Notes requested
      to be converted for the first five (5) Trading Days after the Delivery Date
      and
      (ii) 2% of the aggregate principal amount of the Notes requested to be converted
      for each Trading Day thereafter and (B) $2,000 per day (which amount shall
      be
      paid as liquidated damages and not as a penalty). Nothing herein shall limit
      a
      Holder’s right to pursue actual damages for the Maker’s failure to deliver
      certificates representing shares of Common Stock upon conversion within the
      period specified herein and such Holder shall have the right to pursue all
      remedies available to it at law or in equity (including, without limitation,
      a
      decree of specific performance and/or injunctive relief). Notwithstanding
      anything to the contrary contained herein, the Holder shall be entitled to
      withdraw a Conversion Notice, and upon such withdrawal the Maker shall only
      be
      obligated to pay the liquidated damages accrued in accordance with this Section
      3.3(b) through the date the Conversion Notice is withdrawn.

     

    (c)  In
      addition to any other rights available to the Holder, if the Maker fails to
      cause its transfer agent to transmit via DWAC or transmit to the Holder a
      certificate or certificates representing the shares of Common Stock issuable
      upon conversion of this Note on or before the Delivery Date, and if after such
      date the Holder is required by its broker to purchase (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by the Holder of the shares of Common Stock issuable upon conversion of
      this Note which the Holder anticipated receiving upon such exercise (a
“Buy-In”),
      then
      the Maker shall (1) pay in cash to the Holder the amount by which (x) the
      Holder’s total purchase price (including brokerage commissions, if any) for the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of shares of Common Stock issuable upon conversion
      of
      this Note that the Maker was required to deliver to the Holder in connection
      with the conversion at issue times (B) the price at which the sell order giving
      rise to such purchase obligation was executed, and (2) at the option of the
      Holder, either reinstate the portion of the Note and equivalent number of shares
      of Common Stock for which such conversion was not honored or deliver to the
      Holder the number of shares of Common Stock that would have been issued had
      the
      Maker timely complied with its conversion and delivery obligations hereunder.
      For example, if the Holder purchases Common Stock having a total purchase price
      of $11,000 to cover a Buy-In with respect to an attempted conversion of shares
      of Common Stock with an aggregate sale price giving rise to such purchase
      obligation of $10,000, under clause (1) of the immediately preceding sentence
      the Maker shall be required to pay the Holder $1,000. The Holder shall provide
      the Maker written notice indicating the amounts payable to the Holder in respect
      of the Buy-In, together with applicable confirmations and other evidence
      reasonably requested by the Maker. Nothing herein shall limit a Holder’s right
      to pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Maker’s failure to timely deliver
      certificates representing shares of Common Stock upon conversion of this Note
      as
      required pursuant to the terms hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	Section
              3.4  	
              Ownership
                Cap and Certain Conversion Restrictions.
                

            


    

     

    (a)  Notwithstanding
      anything to the contrary set forth in Section 3 of this Note, at no time may
      the
      Holder convert all or a portion of this Note if the number of shares of Common
      Stock to be issued pursuant to such conversion would exceed, when aggregated
      with all other shares of Common Stock owned by the Holder at such time, the
      number of shares of Common Stock which would result in the Holder beneficially
      owning (as determined in accordance with Section 13(d) of the Exchange Act
      and
      the rules thereunder) more than 4.9% of all of the Common Stock outstanding
      at
      such time; provided,
      however,
      that
      upon the Holder providing the Maker with sixty-one (61) days notice (pursuant
      to
      Section 4.1 hereof) (the “Waiver
      Notice”)
      that
      the Holder would like to waive this Section 3.4(a) with regard to any or all
      shares of Common Stock issuable upon conversion of this Note, this Section
      3.4(a) will be of no force or effect with regard to all or a portion of the
      Note
      referenced in the Waiver Notice. 

     

    (b)  Notwithstanding
      anything to the contrary set forth in Section 3 of this Note, at no time may
      the
      Holder convert all or a portion of this Note if the number of shares of Common
      Stock to be issued pursuant to such conversion, when aggregated with all other
      shares of Common Stock owned by the Holder at such time, would result in the
      Holder beneficially owning (as determined in accordance with Section 13(d)
      of
      the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued
      and outstanding shares of Common Stock outstanding at such time; provided,
      however,
      that
      upon the Holder providing the Maker with a Waiver Notice that the Holder would
      like to waive Section 3.4(b) of this Note with regard to any or all shares
      of
      Common Stock issuable upon conversion of this Note, this Section 3.4(b) shall
      be
      of no force or effect with regard to all or a portion of the Note referenced
      in
      the Waiver Notice.

     

    Section
      3.5  Adjustment
      of Conversion Price.

     

    (a)  Until
      the
      Note has been paid in full or converted in full, the Conversion Price shall
      be
      subject to adjustment from time to time as follows (but shall not be increased,
      other than pursuant to Section 3.5(a)(i) hereof):

     

    (i)  Adjustments
      for Stock Splits and Combinations.
      If the
      Maker shall at any time or from time to time after the Issuance Date, effect
      a
      stock split of the outstanding Common Stock, the applicable Conversion Price
      in
      effect immediately prior to the stock split shall be proportionately decreased.
      If the Maker shall at any time or from time to time after the Issuance Date,
      combine the outstanding shares of Common Stock, the applicable Conversion Price
      in effect immediately prior to the combination shall be proportionately
      increased. Any adjustments under this Section 3.5(a)(i) shall be effective
      at
      the close of business on the date the stock split or combination
      occurs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) Adjustments
      for Certain Dividends and Distributions.   If
      the Maker shall at any
      time or from time to time after the Issuance Date, make or issue or set a record
      date for the determination of holders of Common Stock entitled to receive a
      dividend or other distribution payable in shares of Common Stock, then, and
      in
      each event, the applicable Conversion Price in effect immediately prior to
      such
      event shall be decreased as of the time of such issuance or, in the event such
      record date shall have been fixed, as of the close of business on such record
      date, by multiplying, the applicable Conversion Price then in effect by a
      fraction:

     

    (1) the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date; and

     

    (2) the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution.

     

    (iii) Adjustment
      for Other Dividends and Distributions.  
      If the Maker shall at
      any time or from time to time after the Issuance Date, make or issue or set
      a
      record date for the determination of holders of Common Stock entitled to receive
      a dividend or other distribution payable in other than shares of Common Stock,
      then, and in each event, an appropriate revision to the applicable Conversion
      Price shall be made and provision shall be made (by adjustments of the
      Conversion Price or otherwise) so that the holders of this Note shall receive
      upon conversions thereof, in addition to the number of shares of Common Stock
      receivable thereon, the number of securities of the Maker or other issuer (as
      applicable) which they would have received had this Note been converted into
      Common Stock on the date of such event and had thereafter, during the period
      from the date of such event to and including the Conversion Date, retained
      such
      securities (together with any distributions payable thereon during such period),
      giving application to all adjustments called for during such period under this
      Section 3.5(a)(iii) with respect to the rights of the holders of this Note
      and
      the Other Notes; provided,
      however,
      that if
      such record date shall have been fixed and such dividend is not fully paid
      or if
      such distribution is not fully made on the date fixed therefor, the Conversion
      Price shall be adjusted pursuant to this paragraph as of the time of actual
      payment of such dividends or distributions.

     

    (iv) Adjustments
      for Reclassification, Exchange or Substitution.    If
      the Common Stock
      issuable upon conversion of this Note at any time or from time to time after
      the
      Issuance Date shall be changed to the same or different number of shares of
      any
      class or classes of stock, whether by reclassification, exchange, substitution
      or otherwise (other than by way of a stock split or combination of shares or
      stock dividends provided for in Sections 3.5(a)(i), (ii) and (iii), or a
      reorganization, merger, consolidation, or sale of assets provided for in Section
      3.5(a)(v)), then, and in each event, an appropriate revision to the Conversion
      Price shall be made and provisions shall be made (by adjustments of the
      Conversion Price or otherwise) so that the Holder shall have the right
      thereafter to convert this Note into the kind and amount of shares of stock
      and
      other securities receivable upon reclassification, exchange, substitution or
      other change, by holders of the number of shares of Common Stock into which
      such
      Note might have been converted immediately prior to such reclassification,
      exchange, substitution or other change, all subject to further adjustment as
      provided herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (v)  
Adjustments
      for Reorganization, Merger, Consolidation or Sales of Assets.   If
      at any time or from
      time to time after the Issuance Date there shall be a capital reorganization
      of
      the Maker (other than by way of a stock split or combination of shares or stock
      dividends or distributions provided for in Section 3.5(a)(i), (ii) and (iii),
      or
      a reclassification, exchange or substitution of shares provided for in Section
      3.5(a)(iv)), or a merger or consolidation of the Maker with or into another
      corporation where the holders of outstanding voting securities prior to such
      merger or consolidation do not own over fifty percent (50%) of the outstanding
      voting securities of the merged or consolidated entity, immediately after such
      merger or consolidation, or the sale of all or substantially all of the Maker’s
      properties or assets to any other person (an “Organic
      Change”),
      then
      as a part of such Organic Change, (A) if the surviving entity in any such
      Organic Change is a public company that is
      registered pursuant to the Securities Exchange Act of 1934, as amended, and
      its
      common stock is listed or quoted on a national exchange or the OTC Bulletin
      Board, an
      appropriate revision to the Conversion Price shall be made and provision shall
      be made (by adjustments of the Conversion Price or otherwise) so that the Holder
      shall have the right thereafter to convert such Note into the kind and amount
      of
      shares of stock and other securities or property of the Maker or any successor
      corporation resulting from Organic Change, and (B) if the surviving entity
      in
      any such Organic Change is not a public company that is
      registered pursuant to the Securities Exchange Act of 1934, as amended, or
      its
      common stock is not listed or quoted on a national exchange or the OTC Bulletin
      Board,
      the
      Holder shall have the right to demand prepayment pursuant to Section 3.6(b)
      hereof. In any such case, appropriate adjustment shall be made in the
      application of the provisions of this Section 3.5(a)(v) with respect to the
      rights of the Holder after the Organic Change to the end that the provisions
      of
      this Section 3.5(a)(v) (including any adjustment in the applicable Conversion
      Price then in effect and the number of shares of stock or other securities
      deliverable upon conversion of this Note and the Other Notes) shall be applied
      after that event in as nearly an equivalent manner as may be
      practicable.

     

    (vi)   Adjustments
      for Issuance of Additional Shares of Common Stock.   In
      the event the Maker,
      shall, at any time, from time to time, issue or sell any additional shares
      of
      common stock (otherwise than as provided in the foregoing subsections (i)
      through (v) of this Section 3.5(a) or pursuant to Common Stock Equivalents
      (hereafter defined) granted or issued prior to the Issuance Date) (“Additional
      Shares of Common Stock”),
      at a
      price per share less than the Conversion Price then in effect or without
      consideration, then the Conversion Price upon each such issuance shall be
      reduced to a price equal to the consideration per share paid for such Additional
      Shares of Common Stock.

     

    (vii)   Issuance
      of Common Stock Equivalents.   The
      provisions of this
      Section 3.5(a)(vii) shall apply if (a) the Maker, at any time after the Issuance
      Date, shall issue any securities convertible into or exchangeable for, directly
      or indirectly, Common Stock (“Convertible
      Securities”),
      other
      than the Notes, or (b) any rights or warrants or options to purchase any such
      Common Stock or Convertible Securities (collectively, the “Common
      Stock Equivalents”)
      shall
      be issued or sold. If the price per share for which Additional Shares of Common
      Stock may be issuable pursuant to any such Common Stock Equivalent shall be
      less
      than the applicable Conversion Price then in effect, or if, after any such
      issuance of Common Stock Equivalents, the price per share for which Additional
      Shares of Common Stock may be issuable thereafter is amended or adjusted, and
      such price as so amended shall be less than the applicable Conversion Price
      in
      effect at the time of such amendment or adjustment, then the applicable
      Conversion Price upon each such issuance or amendment shall be adjusted as
      provided in the first sentence of subsection (vi) of this Section 3.5(a).


     

    (viii) Consideration
      for Stock.   In
      case any shares of
      Common Stock or any Common Stock Equivalents shall be issued or
      sold:

     

    (1) in
      connection with any merger or consolidation in which the Maker is the surviving
      corporation (other than any consolidation or merger in which the previously
      outstanding shares of Common Stock of the Maker shall be changed to or exchanged
      for the stock or other securities of another corporation), the amount of
      consideration therefor shall be, deemed to be the fair value, as determined
      reasonably and in good faith by the Board of Directors of the Maker, of such
      portion of the assets and business of the nonsurviving corporation as such
      Board
      may determine to be attributable to such shares of Common Stock, Convertible
      Securities, rights or warrants or options, as the case may be; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2) in
      the
      event of any consolidation or merger of the Maker in which the Maker is not
      the
      surviving corporation or in which the previously outstanding shares of Common
      Stock of the Maker shall be changed into or exchanged for the stock or other
      securities of another corporation, or in the event of any sale of all or
      substantially all of the assets of the Maker for stock or other securities
      of
      any corporation, the Maker shall be deemed to have issued a number of shares
      of
      its Common Stock for stock or securities or other property of the other
      corporation computed on the basis of the actual exchange ratio on which the
      transaction was predicated, and for a consideration equal to the fair market
      value on the date of such transaction of all such stock or securities or other
      property of the other corporation. If any such calculation results in adjustment
      of the applicable Conversion Price, or the number of shares of Common Stock
      issuable upon conversion of the Notes, the determination of the applicable
      Conversion Price or the number of shares of Common Stock issuable upon
      conversion of the Notes immediately prior to such merger, consolidation or
      sale,
      shall be made after giving effect to such adjustment of the number of shares
      of
      Common Stock issuable upon conversion of the Notes. In the event Common Stock
      is
      issued with other shares or securities or other assets of the Maker for
      consideration which covers both, the consideration computed as provided in
      this
      Section 3.5(a)(viii) shall be allocated among such securities and assets as
      determined in good faith by the Board of Directors of the Maker.

     

    (b)  Record
      Date.
      In case
      the Maker shall take record of the holders of its Common Stock for the purpose
      of entitling them to subscribe for or purchase Common Stock or Convertible
      Securities, then the date of the issue or sale of the shares of Common Stock
      shall be deemed to be such record date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Certain
      Issues Excepted.   Anything
      herein to the
      contrary notwithstanding, the Maker shall not be required to make any adjustment
      to the Conversion Price in connection with any of the transactions described
      in
      clauses (1) through (3) [and (5)] of the definition of Permitted Financings
      (as
      set forth in the Purchase Agreement).

    


    (d) No
      Impairment.  
The
Maker
      shall
      not, by amendment of its Articles of Incorporation or through any
      reorganization, 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 Maker,
      but
      will at all times in good faith, assist in the carrying out of all the
      provisions of this Section 3.5 and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the Conversion Rights of the Holder
      against impairment. In the event a Holder shall elect to convert any Notes
      as
      provided herein, the Maker cannot refuse conversion based on any claim that
      such
      Holder or any one associated or affiliated with such Holder has been engaged
      in
      any violation of law, violation of an agreement to which such Holder is a party
      or for any reason whatsoever, unless, an injunction from a court, or notice,
      restraining and or adjoining conversion of all or of said Notes shall have
      issued and the Maker posts a surety bond for the benefit of such Holder in
      an
      amount equal to one hundred thirty percent (130%) of the amount of the Notes
      the
      Holder has elected to convert, which bond shall remain in effect until the
      completion of arbitration/litigation of the dispute and the proceeds of which
      shall be payable to such Holder (as liquidated damages) in the event it obtains
      judgment.

    


    (e) Certificates
      as to Adjustments.   Upon
      occurrence of each
      adjustment or readjustment of the Conversion Price or number of shares of Common
      Stock issuable upon conversion of this Note pursuant to this Section 3.5, the
      Maker
      at its
      expense shall promptly compute such adjustment or readjustment in accordance
      with the terms hereof and furnish to the Holder a certificate setting forth
      such
      adjustment and readjustment, showing in detail the facts upon which such
      adjustment or readjustment is based. The Maker
      shall,
      upon written request of the Holder, at any time, furnish or cause to be
      furnished to the Holder a like certificate setting forth such adjustments and
      readjustments, the applicable Conversion Price in effect at the time, and the
      number of shares of Common Stock and the amount, if any, of other securities
      or
      property which at the time would be received upon the conversion of this Note.
      Notwithstanding the foregoing, the Maker shall not be obligated to deliver
      a
      certificate unless such certificate would reflect an increase or decrease of
      at
      least one percent (1%) of such adjusted amount.

     

    (f) Issue
      Taxes.   The
      Maker shall pay any
      and all issue and other taxes, excluding federal, state or local income taxes,
      that may be payable in respect of any issue or delivery of shares of Common
      Stock on conversion of this Note pursuant thereto; provided,
      however,
      that
      the Maker shall not be obligated to pay any transfer taxes resulting from any
      transfer requested by the Holder in connection with any such
      conversion.

     

    (g) Fractional
      Shares.   No
      fractional shares of
      Common Stock shall be issued upon conversion of this Note. In lieu of any
      fractional shares to which the Holder would otherwise be entitled, the Maker
      shall pay cash equal to the product of such fraction multiplied by the average
      of the Closing Bid Prices of the Common Stock for the five (5) consecutive
      Trading Days immediately preceding the Conversion Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h) Reservation
      of Common Stock.   On
      and after the
      Amendment Date (as defined in the Purchase Agreement), the Maker shall at all
      times when this Note shall be outstanding, reserve and keep available out of
      its
      authorized but unissued Common Stock, such number of shares of Common Stock
      as
      shall from time to time be sufficient to effect the conversion of this Note
      and
      all interest accrued thereon; provided
      that the
      number of shares of Common Stock so reserved shall at no time be after the
      Amendment Date less than one hundred twenty percent (120%) of the number of
      shares of Common Stock for which this Note and all interest accrued thereon
      are
      at any time convertible. The Maker shall, from time to time in accordance with
      the Nevada Revised Business Corporation Act, increase the authorized number
      of
      shares of Common Stock if at any time the unissued number of authorized shares
      shall not be sufficient to satisfy the Maker’s obligations under this Section
      3.6(h).

     

    (i) -Regulatory
      Compliance.   If
      any shares of Common
      Stock to be reserved for the purpose of conversion of this Note or any interest
      accrued thereon require registration or listing with or approval of any
      governmental authority, stock exchange or other regulatory body under any
      federal or state law or regulation or otherwise before such shares may be
      validly issued or delivered upon conversion, the Maker shall, at its sole cost
      and expense, in good faith and as expeditiously as possible, endeavor to secure
      such registration, listing or approval, as the case may be.

     

    Section
      3.6  Prepayment.

     

    (a) Prepayment
      Upon an Event of Default.   Notwithstanding
      anything
      to the contrary contained herein, upon the occurrence of an Event of Default
      described in Sections 2.1(b)-(m) hereof, the Holder shall have the right, at
      such Holder’s option, to require the Maker to prepay in cash all or a portion of
      this Note at a price equal to one hundred and twenty five percent (125%) of
      the
      aggregate principal amount of this Note plus all accrued and unpaid interest
      applicable at the time of such request. Nothing in this Section 3.6(a) shall
      limit the Holder’s rights under Section 2.2 hereof.

     

    (b) Prepayment
      Option Upon Major Transaction.   In addition to all
      other rights
      of the Holder contained herein, simultaneous with the occurrence of a Major
      Transaction (as defined below), the Holder shall have the right, at the Holder’s
      option, to require the Maker to prepay all or a portion of the Holder’s Notes in
      cash at a price equal to the sum of (i) the greater of (A) one hundred and
      twenty five percent (125%) of the aggregate principal amount of this Note plus
      all accrued and unpaid interest and (B) in the event at such time the Holder
      is
      unable to obtain the benefit of its conversion rights through the conversion
      of
      this Note and resale of the shares of Common Stock issuable upon conversion
      hereof in accordance with the terms of this Note and the other Transaction
      Documents or the Registration Statement is not effective and covering the resale
      of all such shares of Common Stock, the aggregate principal amount of this
      Note
      plus all accrued but unpaid interest hereon, divided by the Conversion Price
      on
      (x) the date the Prepayment Price (as defined below) is demanded or otherwise
      due or (y) the date the Major Transaction Prepayment Price is paid in full,
      whichever is less, multiplied by the VWAP on (x) the date the Major Transaction
      Prepayment Price is demanded or otherwise due, and (y) the date the Major
      Transaction Prepayment Price is paid in full, whichever is greater, and (ii)
      all
      other amounts, costs, expenses and liquidated damages due in respect of this
      Note and the other Transaction Documents (the “Major Transaction Prepayment
      Price”).

     

    (c) Prepayment
      Option Upon Triggering Event.   In
      addition to all other
      rights of the Holder contained herein, after a Triggering Event (as defined
      below), the Holder shall have the right, at the Holder’s option, to require the
      Maker to prepay all or a portion of this Note in cash at a price equal to the
      sum of (i) the greater of (A) one hundred and twenty five percent (125%) of
      the
      aggregate principal amount of this Note plus all accrued and unpaid interest
      and
      (B) the aggregate principal amount of this Note plus all accrued but unpaid
      interest hereon, divided by the Conversion Price on (x) the date the Prepayment
      Price (as defined below) is demanded or otherwise due or (y) the date the
      Prepayment Price is paid in full, whichever is less, multiplied by the VWAP
      on
      (x) the date the Prepayment Price is demanded or otherwise due, and (y) the
      date
      the Prepayment Price is paid in full, whichever is greater, and (ii) all other
      amounts, costs, expenses and liquidated damages due in respect of this Note
      and
      the other Transaction Documents (the “Triggering
      Event Prepayment Price,”
and,
      collectively with the Major Transaction Prepayment Price, the “Prepayment
      Price”).
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) “Major
      Transaction.” A “Major Transaction” shall be deemed to have occurred
      at such time as any of the following events:

     

    (i) the
      consolidation, merger or other business combination of the Maker with or into
      another Person (other than (A) pursuant to a migratory merger effected solely
      for the purpose of changing the jurisdiction of incorporation of the Maker
      or
      (B) a consolidation, merger or other business combination in which holders
      of
      the Maker’s voting power immediately prior to the transaction continue after the
      transaction to hold, 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).

     

    (ii) the
      sale
      or transfer of more than fifty percent (50%) of the Maker’s assets (based on the
      fair market value as determined in good faith by the Maker’s Board of Directors)
      other than inventory in the ordinary course of business in one or a related
      series of transactions; or

     

    (iii) closing
      of a purchase, tender or exchange offer made to the holders of more than fifty
      percent (50%) of the outstanding shares of Common Stock in which more than
      fifty
      percent (50%) of the outstanding shares of Common Stock were tendered and
      accepted.

     

    (f)  “Triggering
      Event.” A “Triggering Event” shall be deemed to have occurred at such
      time as any of the following events:

     

    (i)  so
      long
      as any Notes are outstanding, the effectiveness of the Registration Statement,
      after it becomes effective, (a) lapses for any reason (including, without
      limitation, the issuance of a stop order) or (b) after the Registration
      Statement becomes effective, it is unavailable to the Holder for sale of the
      shares of Common Stock, and such lapse or unavailability continues for a period
      of twenty (20) consecutive Trading Days, and the shares of Common Stock into
      which the Holder’s Notes can be converted cannot be sold in the public
      securities market pursuant to Rule 144(k), provided that the cause of such
      lapse
      or unavailability is not due to factors primarily within the control of the
      Holder of the Notes; and provided further that a Triggering Event shall not
      have
      occurred if and to the extent the Maker exercised its rights set forth in
      Section 3(n) of the Registration Rights Agreement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  the
      suspension from listing, without subsequent listing on any one of, or the
      failure of the Common Stock to be listed on at least one of the OTC Bulletin
      Board, the American Stock Exchange, the Nasdaq National Market, the Nasdaq
      SmallCap Market or The New York Stock Exchange, Inc., for a period of five
      (5)
      consecutive Trading Days;

     

    (iii)  the
      Maker’s notice to any holder of the Notes, including by way of public
      announcement, at any time, of its inability to comply (including for any of
      the
      reasons described in Section 3.7) or its intention not to comply with proper
      requests for conversion of any Notes into shares of Common Stock;
      or

     

    (iv)  the
      Maker’s failure to comply with a Conversion Notice tendered in accordance with
      the provisions of this Note within ten (10) business days after the receipt
      by
      the Maker of the Conversion Notice; or

     

    (v)  the
      Maker
      deregisters its shares of Common Stock and as a result such shares of Common
      Stock are no longer publicly traded; or

     

    (vi)  the
      Maker
      consummates a “going private” transaction and as a result the Common Stock is no
      longer registered under Sections 12(b) or 12(g) of the Exchange Act;
      or

     

    (vii)  the
      Maker
      defaults in the payment of (1) the principal amount hereunder when due, or
      (2)
      interest on, or liquidated damages in respect of, this Note, as and when the
      same shall become due and payable (whether on the Maturity Date or by
      acceleration or otherwise); or

     

    (viii)  the
      Maker
      shall fail to file the Registration Statement within 30 days after the Filing
      Date (as defined in the Registration Rights Agreement) or the Maker shall fail
      to respond to comments from the Commission within 45 days of the receipt of
      the
      same; or

     

    (ix)  the
      Maker
      shall fail to comply with Section 5.12(c) of this Note. 

     

    (h)   Mechanics
      of Prepayment at Option of Holder Upon Major Transaction. No sooner than
      fifteen (15) days nor later than ten (10) days prior to the consummation of
      a
      Major Transaction, but not prior to the public announcement of such Major
      Transaction, the Maker shall deliver written notice thereof via facsimile and
      overnight courier (“Notice of Major Transaction”) to the Holder of this Note. At
      any time after receipt of a Notice of Major Transaction (or, in the event a
      Notice of Major Transaction is not delivered at least ten (10) days prior to
      a
      Major Transaction, at any time within ten (10) days prior to a Major
      Transaction), any holder of the Notes then outstanding may require the Maker
      to
      prepay, effective immediately prior to the consummation of such Major
      Transaction, all of the holder’s Notes then outstanding by delivering written
      notice thereof via facsimile and overnight courier (“Notice of Prepayment at
      Option of Holder Upon Major Transaction”) to the Maker, which Notice of
      Prepayment at Option of Holder Upon Major Transaction shall indicate (i) the
      principal amount of the Notes that such holder is electing to have prepaid
      and
      (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant
      to Section 3.6(b) above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)   Mechanics
      of Prepayment at Option of Holder Upon Triggering Event. Within one (1) business
      day after the occurrence of a Triggering Event, the Maker shall deliver written
      notice thereof via facsimile and overnight courier (“Notice of Triggering
      Event”) to each holder of the Notes. At any time after the earlier of a holder’s
      receipt of a Notice of Triggering Event and such holder becoming aware of a
      Triggering Event, any holder of this Note and the Other Notes then outstanding
      may require the Maker to prepay all of the Notes on a pro rata basis by
      delivering written notice thereof via facsimile and overnight courier (“Notice
      of Prepayment at Option of Holder Upon Triggering Event”) to the Maker, which
      Notice of Prepayment at Option of Holder Upon Triggering Event shall indicate
      (i) the amount of the Note that such holder is electing to have prepaid and
      (ii)
      the applicable Triggering Event Prepayment Price, as calculated pursuant to
      Section 3.6(c) above. A holder shall only be permitted to require the Maker
      to
      prepay the Note pursuant to Section 3.6 hereof for the greater of a period
      of
      ten (10) days after receipt by such holder of a Notice of Triggering Event
      or
      for so long as such Triggering Event is continuing.

     

    (j)   Payment
      of Prepayment Price.
      Upon
      the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon
      Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major
      Transaction from any holder of the Notes, the Maker shall immediately notify
      each holder of the Notes by facsimile of the Maker’s receipt of such Notice(s)
      of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of
      Prepayment at Option of Holder Upon Major Transaction and each holder which
      has
      sent such a notice shall promptly submit to the Maker such holder’s certificates
      representing the Notes which such holder has elected to have prepaid. The Maker
      shall deliver the applicable Triggering Event Prepayment Price, in the case
      of a
      prepayment pursuant to Section 3.6(i), to such holder within five (5) business
      days after the Maker’s receipt of a Notice of Prepayment at Option of Holder
      Upon Triggering Event and, in the case of a prepayment pursuant to Section
      3.6(h), the Maker shall deliver the applicable Major Transaction Prepayment
      Price immediately prior to the consummation of the Major Transaction; provided
      that a holder’s original Note shall have been so delivered to the Maker;
      provided further that if the Maker is unable to prepay all of the Notes to
      be
      prepaid, the Maker shall prepay an amount from each holder of the Notes being
      prepaid equal to such holder’s pro-rata amount (based on the number of Notes and
      Other Notes held by such holder relative to the number of Notes and Other Notes
      outstanding) of all Notes being prepaid. If the Maker shall fail to prepay
      all
      of the Notes submitted for prepayment (other than pursuant to a dispute as
      to
      the arithmetic calculation of the Prepayment Price), in addition to any remedy
      such holder of the Notes may have under this Note and the Purchase Agreement,
      the applicable Prepayment Price payable in respect of such Notes not prepaid
      shall bear interest at the rate of two percent (2%) per month (prorated for
      partial months) until paid in full. Until the Maker pays such unpaid applicable
      Prepayment Price in full to a holder of the Notes submitted for prepayment,
      such
      holder shall have the option (the “Void
      Optional Prepayment Option”)
      to, in
      lieu of prepayment, require the Maker to promptly return to such holder(s)
      all
      of the Notes that were submitted for prepayment by such holder(s) under this
      Section 3.6 and for which the applicable Prepayment Price has not been paid,
      by
      sending written notice thereof to the Maker via facsimile (the “Void
      Optional Prepayment Notice”).
      Upon
      the Maker’s receipt of such Void Optional Prepayment Notice(s) and prior to
      payment of the full applicable Prepayment Price to such holder, (i) the
      Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the
      Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the
      case
      may be, shall be null and void with respect to those Notes submitted for
      prepayment and for which the applicable Prepayment Price has not been paid,
      (ii)
      the Maker shall immediately return any Notes submitted to the Maker by each
      holder for prepayment under this Section 3.6(j) and for which the applicable
      Prepayment Price has not been paid and (iii) the Conversion Price of such
      returned Notes shall be adjusted to the lesser of (A) the Conversion Price
      as in
      effect on the date on which the Void Optional Prepayment Notice(s) is delivered
      to the Maker and (B) the lowest Closing Bid Price during the period beginning
      on
      the date on which the Notice(s) of Prepayment of Option of Holder Upon Major
      Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering
      Event, as the case may be, is delivered to the Maker and ending on the date
      on
      which the Void Optional Prepayment Notice(s) is delivered to the Maker; provided
      that no adjustment shall be made if such adjustment would result in an increase
      of the Conversion Price then in effect. A holder’s delivery of a Void Optional
      Prepayment Notice and exercise of its rights following such notice shall not
      effect the Maker’s obligations to make any payments which have accrued prior to
      the date of such notice. Payments provided for in this Section 3.6 shall have
      priority to payments to other stockholders in connection with a Major
      Transaction. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3.7  Inability
      to Fully Convert.

     

    (a) Holder’s
      Option if Maker Cannot Fully Convert.   If,
      upon the Maker’s
      receipt of a Conversion Notice, the Maker cannot issue shares of Common Stock
      registered for resale under the Registration Statement if required pursuant
      to
      the Registration Rights Agreement for any reason, including, without limitation,
      because the Maker (w) does not have a sufficient number of shares of Common
      Stock authorized and available, (x) is otherwise prohibited by applicable law
      or
      by the rules or regulations of any stock exchange, interdealer quotation system
      or other self-regulatory organization with jurisdiction over the Maker or any
      of
      its securities from issuing all of the Common Stock which is to be issued to
      the
      Holder pursuant to a Conversion Notice or (y) fails to have a sufficient number
      of shares of Common Stock registered for resale under the Registration
      Statement, then the Maker shall issue as many shares of Common Stock as it
      is
      able to issue in accordance with the Holder’s Conversion Notice and, with
      respect to the unconverted portion of this Note, the Holder, solely at Holder’s
      option, can elect to:

     

    (i)  require
      the Maker to prepay that portion of this Note for which the Maker is unable
      to
      issue Common Stock in accordance with the Holder’s Conversion Notice (the
“Mandatory
      Prepayment”)
      at a
      price per share equal to the Triggering Event Prepayment Price as of such
      Conversion Date (the “Mandatory
      Prepayment Price”);

     

    (ii)  if
      the
      Maker’s inability to fully convert is pursuant to Section 3.7(a)(x) above,
      require the Maker to issue restricted shares of Common Stock in accordance
      with
      such holder’s Conversion Notice;

     

    (iii)  void
      its
      Conversion Notice and retain or have returned, as the case may be, this Note
      that was to be converted pursuant to the Conversion Notice (provided that the
      Holder’s voiding its Conversion Notice shall not effect the Maker’s obligations
      to make any payments which have accrued prior to the date of such
      notice);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)  exercise
      its Buy-In rights pursuant to and in accordance with the terms and provisions
      of
      Section 3.3(c) of this Note.

     

    In
      the
      event a Holder shall elect to convert any portion of its Notes as provided
      herein, the Maker cannot refuse conversion based on any claim that such Holder
      or any one associated or affiliated with such Holder has been engaged in any
      violation of law, violation of an agreement to which such Holder is a party
      or
      for any reason whatsoever, unless, an injunction from a court, on notice,
      restraining and or adjoining conversion of all or of said Notes shall have
      been
      issued and the Maker posts a surety bond for the benefit of such Holder in
      an
      amount equal to 130% of the principal amount of the Notes the Holder has elected
      to convert, which bond shall remain in effect until the completion of
      arbitration/litigation of the dispute and the proceeds of which shall be payable
      to such Holder in the event it obtains judgment. 

    


    (b) Mechanics
      of Fulfilling Holder’s Election.   The
      Maker shall
      immediately send via facsimile to the Holder, upon receipt of a facsimile copy
      of a Conversion Notice from the Holder which cannot be fully satisfied as
      described in Section 3.7(a) above, a notice of the Maker’s inability to fully
      satisfy the Conversion Notice (the “Inability
      to Fully Convert Notice”).
      Such
      Inability to Fully Convert Notice shall indicate (i) the reason why the Maker
      is
      unable to fully satisfy such holder’s Conversion Notice, (ii) the amount of this
      Note which cannot be converted and (iii) the applicable Mandatory Prepayment
      Price. The Holder shall notify the Maker of its election pursuant to Section
      3.7(a) above by delivering written notice via facsimile to the Maker
      (“Notice
      in Response to Inability to Convert”).

     

    (c) Payment
      of Prepayment Price.   If
      the Holder shall elect
      to have its Notes prepaid pursuant to Section 3.7(a)(i) above, the Maker shall
      pay the Mandatory Prepayment Price to the Holder within thirty (30) days of
      the
      Maker’s receipt of the Holder’s Notice in Response to Inability to Convert,
provided
      that
      prior to the Maker’s receipt of the Holder’s Notice in Response to Inability to
      Convert the Maker has not delivered a notice to the Holder stating, to the
      satisfaction of the Holder, that the event or condition resulting in the
      Mandatory Prepayment has been cured and all Conversion Shares issuable to the
      Holder can and will be delivered to the Holder in accordance with the terms
      of
      this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment
      Price to the Holder on the date that is one (1) business day following the
      Maker’s receipt of the Holder’s Notice in Response to Inability to Convert
      (other than pursuant to a dispute as to the determination of the arithmetic
      calculation of the Prepayment Price), in addition to any remedy the Holder
      may
      have under this Note and the Purchase Agreement, such unpaid amount shall bear
      interest at the rate of two percent (2%) per month (prorated for partial months)
      until paid in full. Until the full Mandatory Prepayment Price is paid in full
      to
      the Holder, the Holder may (i) void the Mandatory Prepayment with respect to
      that portion of the Note for which the full Mandatory Prepayment Price has
      not
      been paid, (ii) receive back such Note, and (iii) require that the Conversion
      Price of such returned Note be adjusted to the lesser of (A) the Conversion
      Price as in effect on the date on which the Holder voided the Mandatory
      Prepayment and (B) the lowest Closing Bid Price during the period beginning
      on
      the Conversion Date and ending on the date the Holder voided the Mandatory
      Prepayment. 

     

    (d) Pro-rata
      Conversion and Prepayment.   In
      the event the Maker
      receives a Conversion Notice from more than one holder of the Notes on the
      same
      day and the Maker can convert and prepay some, but not all, of the Notes
      pursuant to this Section 3.7, the Maker shall convert and prepay from each
      holder of the Notes electing to have its Notes converted and prepaid at such
      time an amount equal to such holder’s pro-rata amount (based on the principal
      amount of the Notes held by such holder relative to the principal amount of
      the
      Notes and Other Notes outstanding) of all the Notes being converted and prepaid
      at such time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3.8  No
      Rights as Shareholder.   Nothing
      contained in this
      Note shall be construed as conferring upon the Holder, prior to the conversion
      of this Note, the right to vote or to receive dividends or to consent or to
      receive notice as a shareholder in respect of any meeting of shareholders for
      the election of directors of the Maker or of any other matter, or any other
      rights as a shareholder of the Maker.

     

    ARTICLE
      IV  

     

    COVENANTS

    


    For
      so
      long as this Note is outstanding, without the prior written consent of the
      holders of at least a majority of the Notes and the Other Notes (together,
      as
      one class):

    


    Section
      4.1  No
      Liens.   other
      than Permitted
      Liens, the Maker shall not, and shall not permit its Subsidiaries to, enter
      into, create, incur, assume or suffer to exist any liens, security interests,
      charges, claims or other encumbrances of any kind (collectively, “Liens”) on or
      with respect to any of its assets now owned or hereafter acquired or any
      interest therein or any income or profits therefrom.

     

    Section
      4.2  No
      Indebtedness.  
      Other than Permitted Financings, the Maker shall not, and shall not permit
      any
      Subsidiary to, enter into, create, incur, assume or suffer to exist any
      Indebtedness, other than Indebtedness existing on the date hereof and disclosed
      in the Commission Documents.

     

    Section
      4.3  Compliance
      with Transaction Documents.   The Maker shall, and
      shall cause
      its Subsidiaries to, comply with its obligations under this Note, the Other
      Notes and the other Transaction Documents.

     

    Section
      4.4  Compliance
      with Law.   The Maker shall, and
      shall cause
      each of its Subsidiaries to, comply with law and duly observe and conform in
      all
      material respects to all valid requirements of governmental authorities relating
      to the conduct of its business or to its properties or assets.

     

    Section
      4.5  Transactions
      with Affiliates.   The Maker shall not,
      and shall
      not permit its Subsidiaries to, engage in any transactions with any officer,
      director, employee or any Affiliate of the Maker, including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Maker, any entity in which any officer, director, or any such
      employee has a substantial interest or is an officer, director, trustee or
      partner, in each case in excess of $50,000, other than (i) for payment of
      reasonable salary for services actually rendered, as approved by the Board
      of
      Directors of the Maker as fair in all respects to the Maker, and (ii)
      reimbursement for expenses incurred on behalf of the Maker.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.6  No
      Dividends.   the Maker shall not,
      and shall
      not permit any Subsidiary to, (i) declare or pay any dividends or make any
      distributions to any holder(s) of Common Stock or other equity security of
      the
      Maker or such Subsidiaries (other than dividend and distributions from a
      Subsidiary to the Maker), (ii) purchase or otherwise acquire for value, directly
      or indirectly, any shares or other equity security of the Maker, (iii) form
      or
      create any subsidiary become a partner in any partnership or joint venture,
      or
      make any acquisition of any interest in any Person or acquire substantially
      all
      of the assets of any Person, or (iv) transfer, assign, pledge, issue or
      otherwise permit any equity or other ownership interests in the Subsidiaries
      to
      be beneficially owned or held by any person other than the Maker. 

     

    Section
      4.7  No
      Merger or Sale of Assets.   The Maker shall not,
      and shall
      not permit any Subsidiary to, (i) merge or consolidate or sell or dispose of
      all
      its assets or any substantial portion thereof or (ii) in any way or manner
      alter
      its organizational structure or effect a change of entity; provided, that the
      Maker shall be permitted to sell or dispose of its assets (but not all or
      substantially all of its assets) in the ordinary course of its business and
      consistent with past practice;

     

    Section
      4.8  Payment
      of Taxes, Etc.   The Maker shall, and
      shall cause
      each of its Subsidiaries to, promptly pay and discharge, or cause to be paid
      and
      discharged, when due and payable, all lawful taxes, assessments and governmental
      charges or levies imposed upon the income, profits, property or business of
      the
      Maker and the Subsidiaries, except for such failures to pay that, individually
      or in the aggregate, have not had and would not reasonably be expected to have
      a
      Material Adverse Effect; provided, however, that any such tax, assessment,
      charge or levy need not be paid if the validity thereof shall currently be
      contested in good faith by appropriate proceedings and if the Maker or such
      Subsidiaries shall have set aside on its books adequate reserves with respect
      thereto, and provided, further, that the Maker and such Subsidiaries will pay
      all such taxes, assessments, charges or levies forthwith upon the commencement
      of proceedings to foreclose any lien which may have attached as security
      therefor. 

     

    Section
      4.9  Corporate
      Existence.   the Maker shall, and
      shall cause
      each of its Subsidiaries to, maintain in full force and effect its corporate
      existence, rights and franchises and all licenses and other rights to use
      property owned or possessed by it and reasonably deemed to be necessary to
      the
      conduct of its business. 

     

    Section
      4.10  Investment
      Company Act.   The Maker shall conduct
      its
      businesses in a manner so that it will not become subject to the Investment
      Company Act of 1940, as amended.

     

    Section
      4.11  
      Maintenance of Assets.   The Maker shall, and
      shall cause
      its Subsidiaries to, keep its properties in good repair, working order and
      condition, reasonable wear and tear excepted, and from time to time make all
      necessary and proper repairs, renewals, replacements, additions and improvements
      thereto. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.12  Indebtedness
      to Affiliates.   The Maker shall not,
      and shall
      not permit any Subsidiary to, make any payment on any indebtedness owed to
      officers, directors or Affiliates.

     

    Section
      4.13  Restriction
      on Dividends.   The Maker shall not,
      and shall
      not permit any Subsidiary to, directly or indirectly, create or otherwise cause
      or suffer to exist or become effective any encumbrance or restriction on the
      ability of any Subsidiary to pay dividends or distributions to the Maker, pay
      any indebtedness owed to the Maker or transfer any properties or assets to
      the
      Maker.

     

    Section
      4.14  No
      Investments.   The Maker shall not,
      and shall
      not permit any Subsidiary to, make or suffer to exist any Investments or
      commitments therefor, other than Investments made in the ordinary course of
      business

     

    Section
      4.15  No
      Lien on IP.   The Maker shall not,
      and the
      Maker shall not permit any of its Subsidiaries to, directly or indirectly,
      to
      encumber or allow any Liens on, any of its copyright rights, copyright
      applications, copyright registrations and like protections in each work of
      authorship and derivative work, whether published or unpublished, any patents,
      patent applications and like protections, including improvements, divisions,
      continuations, renewals, reissues, extensions, and continuations-in-part of
      the
      same, trademarks, service marks and, to the extent permitted under applicable
      law, any applications therefor, whether registered or not, and the goodwill
      of
      the business of the Maker and its Subsidiaries connected with and symbolized
      thereby, know-how, operating manuals, trade secret rights, rights to unpatented
      inventions, and any claims for damage by way of any past, present, or future
      infringement of any of the foregoing, other than Permitted Liens.

     

    Section
      4.16  No
      Material Change in Management.   The Maker shall not
      permit or
      suffer to exist a change in the personnel in any material management position,
      other than any change resulting from death or disability. The Maker shall not
      permit or suffer to exist a change in more than three directors comprising
      the
      Board of Directors, not including any change resulting from the death or
      disability of a director.

     

     

    ARTICLE
      V  

     

    -MISCELLANEOUS

     

    Section
      5.1  -Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery, telecopy or facsimile at the address or number designated in the
      Purchase Agreement (if delivered on a business day during normal business hours
      where such notice is to be received), or the first business day following such
      delivery (if delivered other than on a business day during normal business
      hours
      where such notice is to be received) or (b) on the second business day following
      the date of mailing by express courier service, fully prepaid, addressed to
      such
      address, or upon actual receipt of such mailing, whichever shall first occur.
      The Maker will give written notice to the Holder at least ten (10) days prior
      to
      the date on which the Maker takes a record (x) with respect to any dividend
      or
      distribution upon the Common Stock, (y) with respect to any pro rata
      subscription offer to holders of Common Stock or (z) for determining rights
      to
      vote with respect to any Organic Change, dissolution, liquidation or winding-up
      and in no event shall such notice be provided to such holder prior to such
      information being made known to the public. The Maker will also give written
      notice to the Holder at least ten (10) days prior to the date on which any
      Organic Change, dissolution, liquidation or winding-up will take place and
      in no
      event shall such notice be provided to the Holder prior to such information
      being made known to the public. The Maker shall promptly notify the Holder
      of
      this Note of any notices sent or received, or any actions taken with respect
      to
      the Other Notes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5.2  Governing
      Law.   This
      Note shall be governed by and construed in accordance with the internal laws
      of
      the State of New York, without giving effect to any of the conflicts of law
      principles which would result in the application of the substantive law of
      another jurisdiction. This Note shall not be interpreted or construed with
      any
      presumption against the party causing this Note to be drafted.

     

    Section
      5.3  Headings.   Article
      and section
      headings in this Note are included herein for purposes of convenience of
      reference only and shall not constitute a part of this Note for any other
      purpose.

     

    Section
      5.4  Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive
      Relief.   The remedies provided
      in this
      Note shall be cumulative and in addition to all other remedies available under
      this Note, at law or in equity (including, without limitation, a decree of
      specific performance and/or other injunctive relief), no remedy contained herein
      shall be deemed a waiver of compliance with the provisions giving rise to such
      remedy and nothing herein shall limit a holder’s right to pursue actual damages
      for any failure by the Maker 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
      thereof and shall not, except as expressly provided herein, be subject to any
      other obligation of the Maker (or the performance thereof). The Maker
      acknowledges that a breach by it of its obligations hereunder will cause
      irreparable and material harm to the Holder and that the remedy at law for
      any
      such breach may be inadequate. Therefore the Maker agrees that, in the event
      of
      any such breach or threatened breach, the Holder shall be entitled, in addition
      to all other available rights and remedies, at law or in equity, to seek and
      obtain such equitable relief, including but not limited to an injunction
      restraining any such breach or threatened breach, without the necessity of
      showing economic loss and without any bond or other security being required.
      

     

    Section
      5.5  Enforcement
      Expenses.   The Maker agrees to
      pay all costs
      and expenses of enforcement of this Note, including, without limitation,
      reasonable attorneys’ fees and expenses.

     

    Section
      5.6  Binding
      Effect.   The obligations of
      the Maker and
      the Holder set forth herein shall be binding upon the successors and assigns
      of
      each such party, whether or not such successors or assigns are permitted by
      the
      terms hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5.7  Amendments.   This
      Note may not be
      modified or amended in any manner except in writing executed by the Maker and
      the Holder. 

     

    Section
      5.8  Compliance
      with Securities Laws.   The Holder of this
      Note
      acknowledges that this Note is being acquired solely for the Holder’s own
      account and not as a nominee for any other party, and for investment, and that
      the Holder shall not offer, sell or otherwise dispose of this Note. This Note
      and any Note issued in substitution or replacement therefor shall be stamped
      or
      imprinted with a legend in substantially the following form:

     

    “THIS
      NOTE
      AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
      APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL
      IN
      THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS
      NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY
      BE
      SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
      FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.”

    


    Section
      5.9  Consent
      to Jurisdiction.
      Each of
      the Maker and the Holder (i) hereby irrevocably submits to the exclusive
      jurisdiction of the United States District Court sitting in the Southern
      District of New York and the courts of the State of New York located in New
      York
      county for the purposes of any suit, action or proceeding arising out of or
      relating to this Note and (ii) hereby waives, and agrees not to assert in any
      such suit, action or proceeding, any claim that it is not personally subject
      to
      the jurisdiction of such court, that the suit, action or proceeding is brought
      in an inconvenient forum or that the venue of the suit, action or proceeding
      is
      improper. Each of the Maker and the Holder consents to process being served
      in
      any such suit, action or proceeding by mailing a copy thereof to such party
      at
      the address in effect for notices to it under the Purchase Agreement and agrees
      that such service shall constitute good and sufficient service of process and
      notice thereof. Nothing in this Section 4.9 shall affect or limit any right
      to
      serve process in any other manner permitted by law. Each of the Maker and the
      Holder hereby agree that the prevailing party in any suit, action or proceeding
      arising out of or relating to this Note shall be entitled to reimbursement
      for
      reasonable legal fees from the non-prevailing party. 

     

    Section
      5.10  Parties
      in Interest. This Note shall be binding upon, inure to the benefit of and be
      enforceable by the Maker, the Holder and their respective successors and
      permitted assigns.

     

    Section
      5.11  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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5.12  Maker
      Waivers; Dispute Resolution. Except as otherwise specifically provided
      herein, the Maker and all others that may become liable for all or any part
      of
      the obligations evidenced by this Note, hereby waive presentment, demand, notice
      of nonpayment, protest and all other demands’ and notices in connection with the
      delivery, acceptance, performance and enforcement of this Note, and do hereby
      consent to any number of renewals of extensions of the time or payment hereof
      and agree that any such renewals or extensions may be made without notice to
      any
      such persons and without affecting their liability herein and do further consent
      to the release of any person liable hereon, all without affecting the liability
      of the other persons, firms or Maker liable for the payment of this Note, AND
      DO
      HEREBY WAIVE TRIAL BY JURY.

     

    (a)  No
      delay
      or omission on the part of the Holder in exercising its rights under this Note,
      or course of conduct relating hereto, shall operate as a waiver of such rights
      or any other right of the Holder, nor shall any waiver by the Holder of any
      such
      right or rights on any one occasion be deemed a waiver of the same right or
      rights on any future occasion.

     

    (b)  THE
      MAKER
      ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL
      TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS
      RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE
      HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

     

    


    (c)  In
      the
      case of a dispute as to the determination of the Closing Bid Price or the VWAP
      or the arithmetic calculation of the Conversion Price, any adjustment to the
      Conversion Price, liquidated damages amount, interest or dividend calculation,
      or any redemption price, redemption amount, adjusted Conversion Price, or
      similar calculation, or as to whether a subsequent issuance of securities is
      prohibited hereunder or would lead to an adjustment to the Conversion Price,
      the
      Maker shall submit the disputed determinations or arithmetic calculations via
      facsimile within two (2) Business Days of receipt, or deemed receipt, of the
      Conversion Notice, any redemption notice, default notice or other event giving
      rise to such dispute, as the case may be, to the Holder. If the Holder and
      the
      Maker 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 Maker shall, within two (2) Business Days
      submit via facsimile (a) the disputed determination of the Closing Price or
      the
      VWAP to an independent, reputable investment bank selected by the Maker and
      approved by the Holder, which approval shall not be unreasonably withheld,
      (b)
      the disputed arithmetic calculation of the Conversion Price, adjusted Conversion
      Price or any redemption price, redemption amount or default amount to the
      Maker’s independent, outside accountant or (c) the disputed facts regarding
      whether a subsequent issuance of securities is prohibited hereunder or would
      lead to an adjustment to the Conversion Price (or any of the other above
      described facts not expressly designated to the investment bank or accountant),
      to an expert attorney from a nationally recognized outside law firm (having
      at
      least 100 attorneys and having with no prior relationship with the Maker)
      selected by the Maker and approved by the Lead Purchaser as defined in the
      Purchase Agreement). The Maker, at the Maker’s expense, shall cause the
      investment bank, the accountant, the law firm, or other expert, as the case
      may
      be, to perform the determinations or calculations and notify the Maker 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,
      accountant’s or attorney’s determination or calculation, as the case may be,
      shall be binding upon all parties absent demonstrable error.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5.13  Definitions.
      Terms
      used herein and not defined shall have the meanings set forth in the Purchase
      Agreement. For the purposes hereof, the following terms shall have the following
      meanings:

     

    “Closing
      Bid Price”
shall
      mean, on any particular date (i) the last trading price per share of the Common
      Stock on such date on the OTC
      Bulletin Board or
      another registered national stock exchange on which the Common Stock is then
      listed, or if there is no such price on such date, then the last trading price
      on such exchange or quotation system on the date nearest preceding such date,
      or
      (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any
      registered national stock exchange, the last trading price for a share of Common
      Stock in the over-the-counter market, as reported by the OTC Bulletin Board
      or
      in the National Quotation Bureau Incorporated or similar organization or agency
      succeeding to its functions of reporting prices) at the close of business on
      such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin
      Board or the National Quotation Bureau Incorporated (or similar organization
      or
      agency succeeding to its functions of reporting prices), then the average of
      the
“Pink Sheet” quotes for the relevant conversion period, as determined in good
      faith by the Holder, or (iv) if the Common Stock is not then publicly traded
      the
      fair market value of a share of Common Stock as determined by the Holder and
      reasonably acceptable to the Maker.  

    


    “Equity
      Conditions”
shall
      mean, during the period in question, (i) the Maker shall have duly honored
      all
      conversions and redemptions scheduled to occur or occurring by virtue of one
      or
      more Conversion Notices of the Holder, if any, (ii) all liquidated damages
      and
      other amounts owing to the Holder in respect of this Note shall have been paid;
      (iii) there is an effective Registration Statement pursuant to which the Holder
      is permitted to utilize the prospectus thereunder to resell all of the shares
      issuable pursuant to the Transaction Documents, whether by conversion or
      exercise, forced conversion, in lieu of cash interest or otherwise (and the
      Maker believes, in good faith, that such effectiveness will continue
      uninterrupted for the foreseeable future), (iv) the Common Stock is trading
      on
      the Trading Market and all of the shares issuable pursuant to the Transaction
      Documents are listed for trading on a Trading Market (and the Maker believes,
      in
      good faith, that trading of the Common Stock on a Trading Market will continue
      uninterrupted for the foreseeable future), (v) there is a sufficient number
      of
      authorized but unissued and otherwise unreserved shares of Common Stock for
      the
      issuance of all of the shares issuable pursuant to the Transaction Documents,
      (vi) there is then existing no Event of Default or event which, with the passage
      of time or the giving of notice, would constitute an Event of Default, (vii)
      the
      issuance of the shares in question to the Holder would not violate the
      limitations set forth in Section 3.4 hereof, (viii) no public announcement
      of a
      pending or proposed Major Transaction or Triggering Event has occurred and
      (ix)
      the average daily trading dollar volume of the Common Stock for each three
      consecutive Trading Days throughout such period exceeds $100,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Indebtedness”
means
      (a) all obligations for borrowed money, (b) all obligations evidenced by bonds,
      debentures, notes, or other similar instruments and all reimbursement or other
      obligations in respect of letters of credit, bankers acceptances, current swap
      agreements, interest rate hedging agreements, interest rate swaps, or other
      financial products, (c) all capital lease obligations that exceed $50,000 in
      the
      aggregate in any fiscal year, (d) all obligations or liabilities secured by
      a
      lien or encumbrance on any asset of the Maker, irrespective of whether such
      obligation or liability is assumed, (e) all obligations for the deferred
      purchase price of assets, together with trade debt and other accounts payable
      that exceed $50,000 in the aggregate in any fiscal year, (f) all synthetic
      leases, and (g) any obligation guaranteeing or intended to guarantee (whether
      directly or indirectly guaranteed, endorsed, co-made, discounted or sold with
      recourse) any of the foregoing obligations of any other person; provided,
      however, Indebtedness shall not include (a) usual and customary trade debt
      incurred in the ordinary course of business and (b) endorsements for collection
      or deposit in the ordinary course of business.

    


    “Investment”
means,
      with respect to any Person, all investments in any other Person, whether by
      way
      of extension of credit, loan, advance, purchase of stock or other ownership
      interest (other than ownership interests in such Person), bonds, notes,
      debentures or other securities, or otherwise, and whether existing on the date
      of this Agreement or thereafter made, but such term shall not include the cash
      surrender value of life insurance policies on the lives of officers or
      employees, excluding amounts due from customers for services or products
      delivered or sold in the ordinary course of business.

    


    “Permitted
      Lien”
means
      the individual and collective reference to the following: (a) Liens for taxes,
      assessments and other governmental charges or levies not yet due or Liens for
      taxes, assessments and other governmental charges or levies being contested
      in
      good faith and by appropriate proceedings for which adequate reserves (in the
      good faith judgment of the management of the Maker) have been established in
      accordance with GAAP; and (b) Liens imposed by law which were incurred in the
      ordinary course of the Maker’s business, such as carriers’, warehousemen’s and
      mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in
      the ordinary course of the Maker’s business, and which (x) do not individually
      or in the aggregate materially detract from the value of such property or assets
      or materially impair the use thereof in the operation of the business of the
      Maker and its consolidated subsidiaries or (y) are being contested in good
      faith
      by appropriate proceedings, which proceedings have the effect of preventing
      for
      the foreseeable future the forfeiture or sale of the property or asset subject
      to such Lien.

    


    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

    “Trading
      Day”
means
      (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or
      (b)
      if the Common Stock is not traded on the OTC Bulletin Board, a day on which
      the
      Common Stock is quoted in the over-the-counter market as reported by the
      National Quotation Bureau Incorporated (or any similar organization or agency
      succeeding its functions of reporting prices); provided,
      however,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (a)
      or
      (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
      any
      day which shall be a legal holiday or a day on which banking institutions in
      the
      State of New York are authorized or required by law or other government action
      to close.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Trading
      Market”
means
      the Over the Counter Bulletin Board, the New York Stock Exchange, the Nasdaq
      Capital Markets, the Nasdaq Global Markets, the Nasdaq Global Select Market
      or
      the American Stock Exchange.

    


    “VWAP”
means,
      for any date, (i) the daily volume weighted average price of the Common Stock
      for such date on the OTC Bulletin Board as reported by Bloomberg Financial
      L.P.
      (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time);
      (ii) if the Common Stock is not then listed or quoted on the OTC Bulletin
      Board and if prices for the Common Stock are then reported in the “Pink Sheets”
published by the Pink Sheets, LLC (or a similar organization or agency
      succeeding to its functions of reporting prices), the most recent bid price
      per
      share of the Common Stock so reported; or (iii) in all other cases, the
      fair market value of a share of Common Stock as determined by an independent
      appraiser selected in good faith by the Holder and reasonably acceptable to
      the
      Maker.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    




    


    IN
      WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its
      duly
      authorized officer as of the date first above indicated.

    


    


    
      	 	 	 
	 	DUSKA
              THERAPEUTICS, INC.
	 
 	 
 	 
 
	Date: 	By:  	/s/ 
	 	
              

            
	 	Title 




     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A

    


    WIRE
      INSTRUCTIONS

     

    


     

    Payee:
      ________________________________________________________

     

    Bank:
      ________________________________________________________

     

    Address:
      _____________________________________________________

     

    ______________________________________________________

     

    Bank
      No.:
      _____________________________________________________

     

    Account
      No.: __________________________________________________

     

    Account
      Name: _________________________________________________

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     



    FORM
      OF

     

    NOTICE
      OF
      CONVERSION

     

    (To
      be
      Executed by the Registered Holder in order to Convert the Note)

     

    The
      undersigned hereby irrevocably elects to convert $ ________________ of the
      principal amount of the above Note No. ___ into shares of Common Stock of Duska
      Therapeutic, Inc. (the “Maker”) according to the conditions hereof, as of the
      date written below.

     

    Date
      of
      Conversion
      _________________________________________________________

     

    Applicable
      Conversion Price __________________________________________________

     

    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the Date of Conversion: _________________________

     

    Signature___________________________________________________________________

     

    [Name]

     

    Address:__________________________________________________________________

     

    _______________________________________________________________________