EVENTS OF DEFAULT. The occurrence of the Company’s failure to pay # when due any principal payment on the due date hereunder or # any interest payment or other payment required under the terms of this Note on the date due and such payment shall not have been made within five (5) business days of the Company’s receipt of written notice to the Company of such failure to pay, in either case, shall constitute an “Event of Default.” Upon the occurrence and during the continuance of any Event of Default, the principal amount of the Note outstanding and, to the extent permitted by applicable law, any interest payments on the Notes owed hereunder that, in either case, are then due and owing, shall thereafter bear interest payable on demand at a rate that is 10.0% per annum in excess of the interest rate otherwise payable hereunder with respect to the Note.

Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder: # the Company shall fail to pay any installment of interest, principal or other sums due under this Note within ten (10) business days of when any such payment shall be due and payable; # the Company makes an assignment for the benefit of creditors; # any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; # any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; # the Company files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; # the Company admits, in writing, its inability to pay its debts as they become due (provided, however, that receipt by the Company of an audit letter from its accountants questioning the viability of the Company as a going concern shall not, in and of itself, be construed as an admission by the Company of its inability to pay its debts as they become due); # a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within ninety (90) days from the date it is filed; # the Company files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; or # the Company shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Note on the part of the Company to be performed complied with or abided by, and such failure is not cured within thirty (30) days after written notice of such failure is delivered by Holder to the Company.