Conversion Price. Subject to the adjustments described herein, this Note shall be convertible into shares of Common Stock at any time in any portion at the Default Conversion Price, in the sole discretion of the Holder. “Conversion Price” means the then applicable Default Conversion Price or other conversion price as determined in accordance with this Note as selected by the Holder in connection with any particular Conversion. The Conversion Price shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:

Fixed Conversion Price; Default Conversion Price. SubjectAt any time, and from time to time, the adjustments described herein,Holder may elect to convert all or a portion of this Note shall be convertible into shares of Common Stock at any time in any portion at the Default Conversion Price, in the sole discretion of the Holder. “Conversion Price” means the then applicable Default Conversion Price or other conversion price as determined in accordance with this Note as selected by the Holder in connection with any particular Conversion.Stock. The Conversion Price shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Borrower relatinga rate per share equal to the Borrower’s securitieslower of # $0.06 or the securities of any subsidiary# 75% of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributionsaverage of the lowest two lowest trading prices for the proceeding 15 trading days prior to conversion. At any time, and similar events:from time to time after an Event of Default, the Holder may utilize the Default Conversion Price in its sole discretion. The “Default Conversion Price” shall be a rate per share equal $0.03.

Calculation of Conversion Price. Subject to the adjustments described herein,The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.05. If at any time inthe Conversion Price as determined hereunder for any portionconversion would be less than the par value of the Common Stock, then at the Default Conversion Price, in the sole discretion of the Holder. “Conversion Price” meansHolder, the then applicable Default Conversion Price or otherhereunder may equal such par value for such conversion priceand the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as determined in accordance with this Note as selectedwould have been issued had the Conversion Price not been adjusted by the Holder in connection with any particular Conversion.to the par value price. The Conversion Price shall be automatically adjusted equitablyis subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:events. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion.

Conversion Price. SubjectRight. The Holder shall have the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the adjustments described herein,limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be convertible into shares of Common Stock at any timedetermined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in any portion ateffect on the Default Conversion Price,date specified in the sole discretionnotice of conversion, in the Holder. “Conversion Price” meansform attached hereto as Exhibit A (the ''Notice of Conversion”), delivered to the then applicable Default Conversion PriceBorrower or other conversion price as determined in accordance with this Note as selectedBorrower's transfer agent by the Holder in connectionaccordance with any particular Conversion. TheSection 1.4 below; provided that the Notice of Conversion Price shall be automatically adjusted equitably for stock splits, stock dividendsis submitted by facsimile or rights offeringse-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower relatingor Borrower's transfer agent before 6:00 p.m., [[Address A:Address]] time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such conversion plus # at the Holder's option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Borrower’Conversion Date, plus # at the Holder's securities option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or # plus # at the securities ofHolder's option, any subsidiary ofamounts owed to the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributionsHolder pursuant to [Sections 1.3 and similar events:1.4(g)] hereof.

Conversion Price. SubjectRight. The Holder shall have the right, on any calendar day, at any time on or following the date that an Event of Default (as defined in this Note) occurs under this Note, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”), by submitting to the adjustments describedBorrower or Borrower’s transfer agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”); provided, however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon # conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and # exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in # the Company’s most recent periodic or annual report filed with the Commission, as the case may be, # a more recent public announcement by the Company or # a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be convertible into shares of Common Stock at any timedetermined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in any portion ateffect on the Default Conversion Price,date specified in the sole discretionnotice of conversion, in the Holder. “Conversion Price” meansform attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the then applicable Default Conversion PriceBorrower or other conversion price as determined in accordance with this Note as selectedBorrower’s transfer agent by the Holder in connectionaccordance with the terms of this Note. The term “Conversion Amount” means, with respect to any particular Conversion. The Conversion Price shallconversion of this Note, the sum of # the Principal Amount of this Note to be automatically adjusted equitably for stock splits, stock dividends or rights offerings byconverted in such conversion plus # at the Borrower relatingHolder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Borrower’Conversion Date, plus # at the Holder’s securities option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or the securities of any subsidiary of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:(2).

Conversion Price. SubjectRight. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: # the Maturity Date and # the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the adjustments described herein,limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be convertible into shares of Common Stock at any timedetermined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in any portion ateffect on the Default Conversion Price,date specified in the sole discretionnotice of conversion, in the Holder. “Conversion Price” meansform attached hereto as [Exhibit A] (the “Notice of Conversion”), delivered to the then applicable Default Conversion Price or other conversion price as determined in accordance with this Note as selectedBorrower by the Holder in connectionaccordance with any particular Conversion. TheSection 1.4 below; provided that the Notice of Conversion Priceis submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Borrower relatingnext business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Borrower’Conversion Date, plus # at the Holder’s securities option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or # plus # at the securities ofHolder’s option, any subsidiary ofamounts owed to the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:Holder pursuant to Sections 1.4 hereof.

Conversion Price. SubjectRight. The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock and ending # the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the adjustments described herein,limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be convertible into shares of Common Stock at any timedetermined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in any portion ateffect on the Default Conversion Price,date specified in the sole discretionnotice of conversion, in the Holder. “Conversion Price” meansform attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the then applicable Default Conversion Price or other conversion price as determined in accordance with this Note as selectedBorrower by the Holder in connectionaccordance with any particular Conversion. TheSection 1.4 below; provided that the Notice of Conversion Price shall be automatically adjusted equitably for stock splits, stock dividendsis submitted by facsimile or rights offeringse-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower relatingbefore 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Borrower’Conversion Date, provided however, that the Borrower shall have the right to pay any or all interest in cash plus # at the Holder’s securities option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or # plus # at the securities ofHolder’s option, any subsidiary ofamounts owed to the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributionsHolder pursuant to Sections 1.3 and similar events:1.4(g) hereof.

Conversion Price. SubjectRight. The Holder shall have the right at any time, and from time to time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) selected by the Holder for any particular conversion, determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the adjustments described herein,limitations contained herein) and # the number of shares of Common Stock issuable upon the Conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each Conversion of this Note shall be convertible into shares of Common Stock at any timedetermined by dividing the Conversion Amount (as defined below) (the numerator) by the applicable Conversion Price then in any portion ateffect on the Default Conversion Price,date specified in the sole discretionnotice of conversion (the denominator), in the Holder. “Conversion Price” meansform attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the then applicable Default Conversion Price or other conversion price as determined in accordance with this Note as selectedBorrower by the Holder in connectionaccordance with any particular Conversion. TheSection 1.4 below; provided that the Notice of Conversion Price shall be automatically adjusted equitably for stock splits, stock dividendsis submitted by facsimile or rights offeringse-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower relatingbefore 6:00 p.m., [[Address A:Address]] time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note, the sum of # the principal amount of this Note to be converted in such Conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Borrower’Conversion Date plus # at the Holder’s securities option, fees on the amounts referred to in the immediately preceding clauses # and/or # plus # at the securities ofHolder’s option, any subsidiary ofamounts owed to the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributionsHolder pursuant to Sections 1.3 and similar events:1.4(g) hereof.

Conversion Price. SubjectRight. The Holder shall have the right at any time on or after the Issue Date, to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the adjustments described herein,limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be convertible into shares of Common Stock at any timedetermined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in any portion ateffect on the Default Conversion Price,date specified in the sole discretionnotice of conversion, in the Holder. “Conversion Price” meansform attached hereto as [Exhibit A] (the “Notice of Conversion”), delivered to the then applicable Default Conversion Price or other conversion price as determined in accordance with this Note as selectedBorrower by the Holder in connectionaccordance with any particular Conversion. TheSection 1.4 below; provided that the Notice of Conversion Price shall be automatically adjusted equitably for stock splits, stock dividendsis submitted by facsimile or rights offeringse-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower relatingbefore 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Borrower’Conversion Date, plus # at the Holder’s securities option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or # plus # at the securities ofHolder’s option, any subsidiary ofamounts owed to the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributionsHolder pursuant to [Sections 1.3 and similar events:1.4(g)] hereof.

Conversion Price. SubjectThe Lender has the right, at any time after the date of this Note, at its election, to convert all or part of the adjustments described herein, this Note shall be convertibleAmount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.005 per share of Common Stock at any time in any portion at the Default Conversion Price, in the sole discretion of the Holder. “Conversion Price” means the then applicable Default Conversion Price or other conversion price as determined in accordance with this Note as selected by the Holder in connection with any particular Conversion. The Conversion Price shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:(the “Conversion Price”).