SECURITY ARE NOT AMENDED OR
OTHERWISE MODIFIED ON OR AFTER THE DATE OF THE NOTE AND WARRANT PURCHASE
AGREEMENT, AND PROVIDED THAT THE CONVERSION PRICE, EXCHANGE PRICE, EXERCISE
PRICE OR OTHER PURCHASE PRICE IS NOT REDUCED, ADJUSTED OR OTHERWISE MODIFIED AND
THE NUMBER OF SHARES OF COMMON STOCK ISSUED OR ISSUABLE IS NOT INCREASED
(WHETHER BY OPERATION OF, OR IN ACCORDANCE WITH, THE RELEVANT GOVERNING
DOCUMENTS OR OTHERWISE) ON OR AFTER THE DATE OF THE NOTE AND WARRANT PURCHASE
AGREEMENT, (C) SHARES ISSUED IN CONNECTION WITH ANY ACQUISITION BY THE COMPANY,
WHETHER THROUGH AN ACQUISITION OF STOCK OR A MERGER OF ANY BUSINESS, ASSETS OR
TECHNOLOGIES, LEASING ARRANGEMENT OR ANY OTHER TRANSACTION THE PRIMARY PURPOSE
OF WHICH IS NOT TO RAISE EQUITY CAPITAL, AND (D) THE SHARES OF COMMON STOCK
ISSUED OR DEEMED TO BE ISSUED BY THE COMPANY UPON CONVERSION OF THIS DEBENTURE.
(M)
"NOTE AND WARRANT PURCHASE AGREEMENT" MEANS THE NOTE AND WARRANT
PURCHASE AGREEMENT DATED JUNE 15, 2007 BY AND AMONG THE COMPANY AND THE BUYERS
LISTED ON SCHEDULE I ATTACHED THERETO.
(N)
"OPTIONS" MEANS ANY RIGHTS, WARRANTS OR OPTIONS TO SUBSCRIBE FOR
OR PURCHASE SHARES OF COMMON STOCK OR CONVERTIBLE SECURITIES.
(O)
"ORIGINAL ISSUE DATE" MEANS THE DATE OF THE FIRST ISSUANCE OF
THIS DEBENTURE REGARDLESS OF THE NUMBER OF TRANSFERS AND REGARDLESS OF THE
NUMBER OF INSTRUMENTS, WHICH MAY BE ISSUED TO EVIDENCE SUCH DEBENTURE.
(P)
"PERSON" MEANS A CORPORATION, AN ASSOCIATION, A PARTNERSHIP,
ORGANIZATION, A BUSINESS, AN INDIVIDUAL, A GOVERNMENT OR POLITICAL SUBDIVISION
THEREOF OR A GOVERNMENTAL AGENCY.
(Q)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED,
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(R)
"TRADING DAY" MEANS A DAY ON WHICH THE SHARES OF COMMON STOCK
ARE QUOTED ON THE OTCBB OR QUOTED OR TRADED ON SUCH PRIMARY MARKET ON WHICH THE
SHARES OF COMMON STOCK ARE THEN QUOTED OR LISTED; PROVIDED, THAT IN THE EVENT
THAT THE SHARES OF COMMON STOCK ARE NOT LISTED OR QUOTED, THEN TRADING DAY SHALL
MEAN A BUSINESS DAY.
(S)
"TRANSACTION DOCUMENTS" MEANS THE NOTE AND WARRANT PURCHASE
AGREEMENT OR ANY OTHER AGREEMENT DELIVERED IN CONNECTION WITH THE NOTE AND
WARRANT PURCHASE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE NOTE, THE
WARRANT, THIS DEBENTURE, THE DEFAULT WARRANT, THE SECURITY DOCUMENTS, THE
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS, AND THE REGISTRATION RIGHTS AGREEMENT.
(T)
"UNDERLYING SHARES" MEANS THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS DEBENTURE OR AS PAYMENT OF INTEREST IN ACCORDANCE WITH
THE TERMS HEREOF.
(U)
"UNDERLYING SHARES REGISTRATION STATEMENT" MEANS A REGISTRATION
STATEMENT COVERING AMONG OTHER THINGS THE RESALE OF THE UNDERLYING SHARES AND
NAMING THE HOLDER AS A "SELLING STOCKHOLDER" THEREUNDER.
(V)
"VOLUME WEIGHTED AVERAGE PRICE" MEANS, FOR ANY SECURITY AS OF
ANY DATE, THE DAILY DOLLAR VOLUME-WEIGHTED AVERAGE PRICE FOR SUCH SECURITY ON
THE PRIMARY MARKET AS REPORTED BY BLOOMBERG THROUGH ITS "HISTORICAL PRICES - PX
TABLE WITH AVERAGE DAILY VOLUME" FUNCTIONS, OR, IF NO DOLLAR VOLUME-WEIGHTED
AVERAGE PRICE IS REPORTED FOR SUCH SECURITY BY BLOOMBERG, THE AVERAGE OF THE
HIGHEST CLOSING