FOR SO LONG AS,
AN EVENT OF DEFAULT (AS DEFINED IN SECTION 4(A)) SHALL HAVE OCCURRED AND BE
CONTINUING ON THE MATURITY DATE (AS MAY BE EXTENDED PURSUANT TO THIS SECTION 1)
OR ANY EVENT THAT SHALL HAVE OCCURRED AND BE CONTINUING THAT WITH THE PASSAGE OF
TIME AND THE FAILURE TO CURE WOULD RESULT IN AN EVENT OF DEFAULT AND (II)
THROUGH THE DATE THAT IS TEN (10) BUSINESS DAYS AFTER THE CONSUMMATION OF A
CHANGE OF CONTROL IN THE EVENT THAT A CHANGE OF CONTROL IS PUBLICLY ANNOUNCED OR
A CHANGE OF CONTROL NOTICE (AS DEFINED IN SECTION 5(B)) IS DELIVERED PRIOR TO
THE MATURITY DATE.
ON EACH INSTALLMENT DATE, IF THE HOLDER SHOULD DELIVER AN
INSTALLMENT NOTICE, THE COMPANY SHALL PAY TO THE HOLDER AN AMOUNT EQUAL TO THE
INSTALLMENT AMOUNT DUE ON SUCH INSTALLMENT DATE IN ACCORDANCE WITH SECTION 8.
OTHER THAN AS SPECIFICALLY PERMITTED BY THE NOTE, THE COMPANY MAY NOT PREPAY ANY
PORTION OF THE OUTSTANDING PRINCIPAL, ACCRUED AND UNPAID INTEREST OR ACCRUED AND
UNPAID LATE CHARGES, IF ANY, ON PRINCIPAL AND INTEREST.
(2)
INTEREST; INTEREST RATE.
(A) INTEREST ON THIS NOTE SHALL COMMENCE
ACCRUING ON THE ISSUANCE DATE AND SHALL BE COMPUTED ON THE BASIS OF A 365-DAY
YEAR AND ACTUAL DAYS ELAPSED AND SHALL BE PAYABLE IN ARREARS FOR EACH CALENDAR
QUARTER ON THE FIRST DAY OF THE SUCCEEDING CALENDAR QUARTER DURING THE PERIOD
BEGINNING ON THE ISSUANCE DATE AND ENDING ON, AND INCLUDING, THE MATURITY DATE
(EACH, AN "INTEREST DATE") WITH THE FIRST INTEREST DATE BEING OCTOBER 1, 2006.
INTEREST SHALL BE PAYABLE ON EACH INTEREST DATE, TO THE RECORD HOLDER OF THIS
NOTE ON THE APPLICABLE INTEREST DATE, IN SHARES OF COMMON STOCK ("INTEREST
SHARES") SO LONG AS THERE HAS BEEN NO EQUITY CONDITIONS FAILURE; PROVIDED
HOWEVER, THAT THE COMPANY MAY, AT ITS OPTION FOLLOWING NOTICE TO THE HOLDER, PAY
INTEREST ON ANY INTEREST DATE IN CASH ("CASH INTEREST") OR IN A COMBINATION OF
CASH INTEREST AND INTEREST SHARES.
THE COMPANY SHALL DELIVER A WRITTEN NOTICE
(EACH, AN "INTEREST ELECTION NOTICE") TO EACH HOLDER OF THE NOTES ON OR PRIOR TO
THE INTEREST NOTICE DUE DATE (THE DATE SUCH NOTICE IS DELIVERED TO ALL OF THE
HOLDER, THE "INTEREST NOTICE DATE") WHICH NOTICE (I) EITHER (A) CONFIRMS THAT
INTEREST TO BE PAID ON SUCH INTEREST DATE SHALL BE PAID ENTIRELY IN INTEREST
SHARES OR (B) ELECTS TO PAY INTEREST AS CASH INTEREST OR A COMBINATION OF CASH
INTEREST AND INTEREST SHARES AND SPECIFIES THE AMOUNT OF INTEREST THAT SHALL BE
PAID AS CASH INTEREST AND THE AMOUNT OF INTEREST, IF ANY, THAT SHALL BE PAID IN
INTEREST SHARES AND (II) CERTIFIES THAT THERE HAS BEEN NO EQUITY CONDITIONS
FAILURE.
IF ANY PORTION OF INTEREST FOR A PARTICULAR INTEREST DATE SHALL BE
PAID IN INTEREST SHARES, THEN THE COMPANY SHALL PAY TO THE HOLDER, IN ACCORDANCE
WITH SECTION 2(B), A NUMBER OF SHARES OF COMMON STOCK EQUAL TO (X) THE AMOUNT OF
INTEREST PAYABLE ON THE APPLICABLE INTEREST DATE IN INTEREST