TRADING
3
SUSPENSION WITHIN THIRTY (30) DAYS OF THE NOTICE THEREOF OR LIST THE COMMON
STOCK ON ANOTHER PRINCIPAL MARKET WITHIN SIXTY (60) DAYS OF SUCH NOTICE; OR
(L)
FAILURE TO DELIVER REPLACEMENT NOTE.
THE COMPANY'S FAILURE TO
DELIVER TO ISSUE AND DELIVER A REPLACEMENT NOTE AS REQUIRED BY SECTION 2.2
HEREOF TO THE HOLDER WITHIN SEVEN (7) BUSINESS DAYS OF HOLDER'S WRITTEN REQUEST
THEREFOR.
3.2
DEFAULT INTEREST.
FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE COMPANY SHALL PAY ADDITIONAL INTEREST ON
THIS NOTE IN AN AMOUNT EQUAL TO TWO PERCENT (2%) PER MONTH, AND ALL OUTSTANDING
OBLIGATIONS UNDER THIS NOTE, THE PURCHASE AGREEMENT AND EACH OTHER RELATED
AGREEMENT, INCLUDING UNPAID INTEREST, SHALL CONTINUE TO ACCRUE INTEREST AT SUCH
ADDITIONAL INTEREST RATE FROM THE DATE OF SUCH EVENT OF DEFAULT UNTIL THE DATE
SUCH EVENT OF DEFAULT IS CURED OR WAIVED.
ARTICLE IV
MISCELLANEOUS
4.1
CUMULATIVE REMEDIES.
THE REMEDIES UNDER THIS NOTE SHALL BE
CUMULATIVE.
4.2
FAILURE OR INDULGENCE NOT WAIVER.
NO FAILURE OR DELAY ON THE PART
OF THE HOLDER HEREOF 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.
ALL RIGHTS AND REMEDIES EXISTING
HEREUNDER ARE CUMULATIVE TO, AND NOT EXCLUSIVE OF, ANY RIGHTS OR REMEDIES
OTHERWISE AVAILABLE.
4.3
NOTICES.
ANY NOTICE HEREIN REQUIRED OR PERMITTED TO BE GIVEN
SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVFELY GIVEN: (A) UPON PERSONAL
DELIVERY TO THE PARTY NOTIFIED, (B) WHEN SENT BY CONFIRMED TELEX OR FACSIMILE IF
SENT DURING NORMAL BUSINESS HOURS OF THE RECIPIENT, IF NOT, THEN ON THE NEXT
BUSINESS DAY, (C) FIVE DAYS AFTER HAVING BEEN SENT BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR (D) ONE DAY AFTER DEPOSIT
WITH A NATIONALLY RECOGNIZED OVERNIGHT COURIER, SPECIFYING NEXT DAY DELIVERY,
WITH WRITTEN VERIFICATION OF RECEIPT.
ALL COMMUNICATIONS SHALL BE SENT TO THE
COMPANY AT THE ADDRESS PROVIDED IN THE PURCHASE AGREEMENT EXECUTED IN CONNECTION
HEREWITH, AND TO THE HOLDER AT THE ADDRESS PROVIDED IN THE PURCHASE AGREEMENT
FOR SUCH HOLDER, WITH A COPY TO JOHN E. TUCKER, ESQ., 825 THIRD AVFENUE, 14TH
FLOOR, NEW YORK, NEW YORK 10022, FACSIMILE NUMBER (212) 541-4434, OR AT SUCH
OTHER ADDRESS AS THE COMPANY OR THE HOLDER MAY DESIGNATE BY TEN DAYS ADVANCE
WRITTEN NOTICE TO THE OTHER PARTIES HERETO.
A NOTICE OF CONVERSION SHALL BE
DEEMED GIVEN WHEN MADE TO THE COMPANY PURSUANT TO THE PURCHASE AGREEMENT.
4.4
AMENDMENT PROVISION.
THE TERM "NOTE" AND ALL REFERENCES THERETO,
AS USED THROUGHOUT THIS INSTRUMENT, SHALL MEAN THIS INSTRUMENT AS ORIGINALLY
EXECUTED, OR IF LATER AMENDED OR SUPPLEMENTED, THEN AS SO AMENDED OR
SUPPLEMENTED, AND ANY SUCCESSOR INSTRUMENT AS SUCH SUCCESSOR INSTRUMENT MAY BE
AMENDED OR SUPPLEMENTED.
4
4.5
ASSIGNABILITY.
THIS NOTE SHALL BE BINDING UPON THE COMPANY AND
ITS SUCCESSORS AND ASSIGNS, AND SHALL INURE TO