On or after December 31, 2002, Mr. Pfeffer may convert all or a portion of the principal amount of the Convertible Debenture (and interest that accrued through December 31, 2002) into shares of Common Stock at a price of $.03 per share. If the entire outstanding Convertible Debenture were converted on December 31, 2002, Mr. Pfeffer would receive 104,646,695 shares of restricted GEII Common Stock.