SERIESA CONVERTIBLE DEBENTURE Issue Date: [_____________] [$______.00] No. A-[_____]

Capitalization.  As of the Issue Date, (i) the authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, (ii) 25,838,051 shares of Common Stock are currently issued and outstanding, and (iii) the Company has awarded options to purchase 3,000,000 shares of Common Stock under its equity compensation plan.

Shares Issuable on Conversion.  All shares of Common Stock issued upon conversion hereof shall be free and clear of any liens, charges, taxes or other encumbrances.

Priority.  This Debenture and the indebtedness evidenced thereby may need to be subordinated in right of payment to all principal of, and interest on, to any future bank indebtedness of the Maker, but otherwise shall be pari passu with the payment of all principal of, and interest on, any other indebtedness of Maker that is not by its terms expressly subordinated to the Series A Debentures, all in accordance with the terms of this Debenture.

Events of Default.  Any of the following events shall constitute an event of default hereunder (each, an “Event of Default”):

Rights and Remedies.  From and after the occurrence of any such Event of Default, interest shall accrue and be payable on all amounts not paid or converted in accordance with the terms hereof at the default rate of 14% per annum, and Holder shall be entitled to exercise any one or more of the rights and remedies provided herein or by applicable law.  Failure to exercise said option or to pursue such other remedies shall not constitute a waiver of such option or such other remedies or of the right to exercise any of the same in the event of any subsequent Event of Default hereunder.

Certain Waivers by Maker.  Maker hereby waives presentment, demand, protest, notice of protest and/or of dishonor and all other demands or notices of any sort whatever with respect to this Debenture unless specifically provided for elsewhere herein.

Costs of Collection.  Maker agrees to pay all costs and expenses, including reasonable attorney’s fees, which may be incurred in the collection of this Debenture or any part thereof, whether or not litigation is commenced.

Piggyback Registration Rights.  Maker shall notify Holder in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of Maker (including, but not limited to, registration statements relating to secondary offerings of securities of the Maker, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford Holder an opportunity to include in such registration statement all or part of its Conversion Shares.  If Holder desires to include in any such registration statement all or any part of the Conversion Shares, it shall, within fifteen (15) days after the above-described notice from Maker, so notify Maker in writing. Such notice shall state the intended method of disposition of the Conversion Shares by Holder.  If Holder decides not to include all of his Conversion Shares in any registration statement thereafter filed by Maker, Holder shall nevertheless continue to have the right to include any Conversion Shares in any subsequent registration statement or registration statements as may be filed by Maker with respect to offerings of its securities.  In the event any registration pursuant to this Section 7 shall be, in whole or in part, an underwritten public offering of the Common Stock, the number of Conversion Shares to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that Maker and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by Maker therein; provided, however, that Maker shall notify Holder in writing of any such reduction.  Standard mutual indemnification terms and conditions shall apply in respect of any such registration statement.  Maker shall bear the costs and expenses of such registration and Holder shall bear the costs and expenses, including brokerage commissions and underwriter’s discounts in respect of the resale of the Conversion Shares.  Notwithstanding the foregoing provision, Maker may withdraw or delay or suffer a delay of any registration statement referred to herein without thereby incurring any liability to Holder.

No Waiver.  Any waiver by Maker or Holder of a breach of any provision of the Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture.  The failure of Maker or Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver by Maker or Holder must be in writing.