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Re: Arthur post# 43761

Wednesday, 05/15/2013 9:43:09 AM

Wednesday, May 15, 2013 9:43:09 AM

Post# of 183618
Arthur it says conversion .01

Payment of Interest and Principal . Principal and interest payments on Amended Note 2 can be made at any time by the Company, or the Fund can elect at any time to convert any portion of Amended Note 2 into shares of common stock of the Company, par value of $0.001, (the “Common Stock”) at 100% of the market price (as defined) subject to a limit of 4.99% of the Company’s outstanding shares of Common Stock. Amended Note 3 converts into ten percent (10%) of the outstanding shares of Common Stock of the Company upon the full payment of Amended Note 2, subject to a maximum of 100,000,000 shares. Any principal or interest amount can be paid in cash.



Amended Note 1. Amended Note 1 amends and restates in its entirety outstanding debt securities issued by the Company on May 31, 2006, September 28, 2007, May 28, 2008, October 29, 2008, February 18, 2009, October 6, 2009, and November 5, 2009 to Laurus Master Fund Ltd., or its affiliates (“Laurus”) for an aggregate total amount of $6,043,850. The Amended Note 1 was cancelled by the Fund and marked “Paid in Full” on February 15, 2013.



Amended Note 2. Amended Note 2 amends and restates in its entirety (and is given in substitution for and not in satisfaction of) that certain $2,000,000 Secured Term Note made by the Company in favor of Laurus on November 30, 2005. The principal changes effected in Amended Note 2 are the reduction in the interest rate to six percent (6%) per annum, the change in the maturity date from September 28, 2010 to December 31, 2014 and the ability of the holder to convert the note into shares of the Company’s common stock at 100% of the volume weighted average trading price of the Common Stock, as defined.



Amended Note 3. Amended Note 3 amends and restates in its entirety (and is given in substitution for and not in satisfaction of) that certain $1,700,000 Secured Term Note made by the Company in favor of Laurus on May 31, 2006. The principal changes effected in Amended Note 3 are the reduction in the interest rate to two percent (2%) per annum, the change in the maturity date from September 28, 2010 to December 31, 2014 and the ability of the holder to convert the note into shares of the Company’s Common Stock at a price of $0.01.