Standard Form Revised 12/6/04 Consultant Initial:______ Initial:______ CONSULTING Agreement This Agreement (the "Agreement") is entered into as of August 20, 2007 (the

Exhibit 10.52

-------------

Standard Form Revised 12/6/04

Consultant

Initial:______

Initial:______

CONSULTING Agreement

This Agreement (the "Agreement") is entered into as of August 20, 2007 (the

"Effective Date") by and between FinancialContent, Inc., with principal offices

at 101 Lincoln Centre Drive, Suite 410, Foster City, California 94404

("Company") and Jade Special Strategy, LLC, with principal offices at 1175 Walt

Whitman Road, Suite 100, Melville, New York 11747 (the "Consultant")

RECITALS:

WHEREAS, the Company desires to retain the Consultant and the Consultant desires

to be retained by the Company pursuant to the terms and conditions hereinafter

set forth:

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and

covenants herein contained, it is hereby agreed as follows:

SECTION 1. Retention.

(a) The Company hereby retains the Consultant on a non-exclusive basis

to perform the services set forth in Section 1 (b), below, during the one (1)

year period commencing on the date hereof. The Consultant hereby accepts such

retention and shall perform for the Company the duties described herein,

faithfully and to the best of its ability. During the Term, the Consultant shall

report directly to the Chief Executive Officer of the Company or to any other

senior officer designated in writing by the Chief Executive Officer of the

Company.

(b) The Consultant shall serve as a Consultant to the Company and

render such advice and services to the Company as may be reasonably requested by

the Company concerning strategic planning, merger and acquisition possibilities

and business development activities including, without limitation, the

following:

(i) Study and review of the business, operations, and

historical financial performance of the Company (based upon

management's forecast of financial performance) so as to enable the

Consultant to identify provide prospects and advice to the Company; and

(ii) Provide training and education to management in best

practices in new market development and merger and acquisitions.

(c) Such services expressly exclude equity and/or debt financings and

any other services that may directly or indirectly relate to the offer or sale

of securities in a capital-raising transaction.

<PAGE>

SECTION 2. Compensation.

(a) Company shall issue Consultant a note in the amount of one hundred

fifty thousand dollars ($150,000) (the "Note") payable on December 31, 2007, and

as otherwise provided under the Note, attached hereto as Exhibit A.

(b) Company shall issue to the Consultant one hundred thousand shares

(100,000) of its common stock registered under form S-8 (the "Registered

Shares") within ten (10) business days of executing this Agreement, which

Registered Shares shall be issuable to the individual(s) working for or on

behalf of the Consultant and as designated by the Consultant on Schedule A.

(c) Except as otherwise provided for herein, all securities due the

Consultant hereunder shall be made via DTC or the DWAC system if eligible for

such system, or by certificates issued by the transfer agent for the Company or

the Company, as applicable.

SECTION 3. Condition Precedent. The obligation hereunder of the Company

to issue the Note and transfer the Registered Shares is subject to the

following:

(a) Company and Consultant amending in writing, signed by each party,

concurrently with this Agreement, each of the three (3) Senior Secured

Convertible Promissory Notes issued by the Company to the Consultant on or about

February 13, 2006, March 31, 2006, and on June 9, 2006; and

(b) The approval of the Company's board of director.

SECTION 4. Termination. This Agreement and the Consultant's engagement

hereunder shall not be terminated by Company under any circumstances nor for any

reason whatsoever, unless all compensation due to Consultant pursuant to Section

2 above has been distributed to the Consultant. Sections 2, 5, 6, and 7 shall

survive any termination of this Agreement.

SECTION 5. Confidential Information. The Consultant agrees that during

and after the Term, it will keep in strictest confidence, and will not disclose

or make accessible to any other person without the written consent of the

Company, the Company's products, services and technology, both current and under

development, promotion and marketing programs, lists, trade secrets and other

confidential and proprietary business information of the Company or any of its

clients and third parties including, without limitation, Proprietary Information

(as defined in Section 6) (all of the foregoing is referred to herein as the

"Confidential Information"). The Consultant agrees (a) not to use any such

Confidential Information for itself or others, except in connection with the

performance of its duties hereunder; and (b) not to take any such material or

reproductions thereof from the Company's facilities at any time during the Term

except, in each case, as required in connection with the Consultant's duties

hereunder.

Notwithstanding the foregoing, the parties agree that the Consultant is

free to use (a) information in the public domain not as a result of a breach of

this Agreement, (b) information lawfully received form a third party who had the

right to disclose such information and (c) the Consultant's own independent

skill, knowledge, know-how and experience to whatever extent and in whatever way

he wishes, in each case consistent with his obligations as the Consultant and

that, at all times, the Consultant is free to conduct any research relating to

the Company's business.

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<PAGE>

SECTION 6. Ownership of Proprietary Information. The Consultant agrees

that all information that has been created, discovered or developed by the

Company, its subsidiaries, affiliates, licensors, licensees, successors or

assigns (collectively, the "Affiliates") (including, without limitation,

information relating to the development of the Company's business created,

discovered, developed by the Company or any of its affiliates during the Term,

and information relating to the Company's customers, suppliers, Consultants, and

licensees) and/or in which property rights have been assigned or otherwise

conveyed to the Company or the Affiliates, shall be the sole property of the

Company or the Affiliates, as applicable, and the Company or the Affiliates, as

the case may be, shall be the sole owner of all patents, copyrights and other

rights in connection therewith, including without limitation the right to make

application for statutory protection. All the aforementioned information is

hereinafter called "Proprietary Information." By way of illustration, but not

limitation, Proprietary Information includes trade secrets, processes,

discoveries, structures, inventions, designs, ideas, works of authorship,

copyrightable works, trademarks, copyrights, formulas, improvements, inventions,

product concepts, techniques, marketing plans, merger and acquisition targets,

strategies, forecasts, blueprints, sketches, records, notes, devices, drawings,

customer lists, patent applications, continuation applications,

continuation-in-part applications, file wrapper continuation applications and

divisional applications and information about the Company's Affiliates, its

employees and/or Consultants (including, without limitation, the compensation,

job responsibility and job performance of such employees and/or Consultants).

All original content, proprietary information, trademarks, copyrights,

patents or other intellectual property created by the Consultant that does not

include any specific information relative to the Company's proprietary

information, shall be the sole and exclusive property of the Consultant.

SECTION 7. Indemnification. The Company represents that all materials

provided or to be provided to the Consultant or any third party regarding the

Company's financial affairs or operations are and shall be truthful and accurate

and in compliance with any and all applicable federal and state securities laws.

The Company agrees to indemnify and hold harmless the Consultant and its

Consultants, professionals, lawyers, consultants and affiliates, their

respective directors, officers, shareholders, partners, members, managers,

agents and employees and each other person, if any, controlling the Consultant

or any of its affiliates to the full extent lawful, from and against all losses,

claims, damages, liabilities and expenses incurred by them (including reasonable

attorneys' fees and disbursements) that result from actions taken or omitted to

be taken (including any untrue statements made or any statement omitted to be

made) by the Company, its agents or employees which relate to the scope of this

Agreement and the performance of the services by the Consultant contemplated

hereunder. The Consultant will indemnify and hold harmless the Company and the

respective directors, officers, agents, affiliates and employees of the Company

from and against all losses, claims damages, liabilities and expenses that

result from bad faith, gross negligence or unauthorized representations of the

Consultant. Each person or entity seeking indemnification hereunder shall

promptly notify the Company, or the Consultant, as applicable, of any loss,

claim, damage or expense for which the Company or the Consultant, as applicable,

may become liable pursuant to this Section 7. No party shall pay, settle or

acknowledge liability under any such claim without consent of the party liable

for indemnification, and shall permit the Company or the Consultant, as

applicable, a reasonable opportunity to cure any underlying problem or to

mitigate actual or potential damages. The scope of this indemnification between

the Consultant and the Company shall be limited to, and pertain only to certain

transactions contemplated or entered into pursuant to this Agreement.

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<PAGE>

The Company or the Consultant, as applicable, shall have the

opportunity to defend any claim for which it may be liable hereunder, provided

it notifies the party claiming the right to indemnification in writing within

fifteen (15) days of notice of the claim.

The rights stated pursuant to this Section 7 shall be in addition to

any rights that the Consultant, the Company, or any other person entitled to

indemnification may have in common law or otherwise, including, but not limited

to, any right to contribution.

SECTION 8. Notices. Any notice or other communication under this

Agreement shall be in writing and shall be deemed to have been duly given: (a)

upon facsimile transmission (with written transmission confirmation report) at

the number designated below; (b) when delivered personally against receipt

therefore; (c) one day after being sent by Federal Express or similar overnight

delivery; or (d) five (5) business days after being mailed registered or

certified mail, postage prepaid. The addresses for such communications shall be

as set forth below or to such other address as a party shall give by notice

hereunder to the other party to this Agreement.

If to the Company: FinancialContent, Inc.

101 Lincoln Centre Drive, Suite 410

Foster City, CA 94404

Telephone: (650) 286-9702

Telecopy: (650) 745-2677

Attention: Wing Yu, CEO

If to the Consultant: Jade Special Strategy, LLC

1175 Walt Whitman Road, Suite

Melville, NY 11747

(631) 424-9646 - Tel

(631) 424-9010 - Fax

Attention: David Propis

SECTION 9. Status of Consultant. The Consultant shall be deemed to be

an independent contractor and, except as expressly provided or authorized in

this Agreement, shall have no authority to act for on behalf of or represent the

Company. This Agreement does not create a partnership or joint venture.

SECTION 10. Other Activities of Consultant. The Company recognizes that

the Consultant now renders and may continue to render other Consulting services

to other companies that may or may not conduct business and activities similar

to those of the Company. The Consultant shall not be required to devote its full

time and attention to the performance of its duties under this Agreement, but

shall devote only so much of its time and attention as it deems reasonable or

necessary for such purposes.

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<PAGE>

SECTION 11. Successors and Assigns. This Agreement and all of the

provisions hereof shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and permitted assigns. This Agreement and

any of the rights, interests or obligations hereunder may not be assigned by a

party without the prior written consent of the other party, which consent shall

not be unreasonably withheld.

SECTION 12. Severability of Provisions. If any provision of this

Agreement shall be declared by a court of competent jurisdiction to be invalid,

illegal or incapable of being enforced in whole or in part, the remaining

conditions and provisions or portions thereof shall nevertheless remain in full

force and effect and enforceable to the extent they are valid, legal and

enforceable, and no provision shall be deemed dependent upon any other covenant

or provision unless so expressed herein.

SECTION 13. Entire Agreement; Modification. This Agreement and the

schedule hereto contains the entire agreement of the parties relating to the

subject matter hereof, and the parties hereto and thereto have made no

agreements, representations or warranties relating to the subject matter of this

Agreement which are not set forth herein. No amendment or modification of this

Agreement shall be valid unless made in writing and signed by each of the

parties hereto.

SECTION 14. Non-Waiver. The failure of any party to insist upon the

strict performance of any of the terms, conditions and provisions of this

Agreement shall not be construed as a waiver or relinquishment of future

compliance therewith; and the said terms, conditions and provisions shall remain

in full force and effect. No waiver of any term or condition of this Agreement

on the part of any party shall be effective for any purpose whatsoever unless

such waiver is in writing and signed by such party.

SECTION 15. Remedies For Breach. The Consultant and Company mutually

agree that any breach of Sections 2, 5, 6, or 7 of this Agreement by the

Consultant or the Company may cause irreparable damage to the other party and/or

their affiliates, and that monetary damages alone would not be adequate and, in

the event of such breach or threat of breach, the damaged party shall have, in

addition to any and all remedies at law and without the posting of a bond or

other security, the right to an injunction, specific performance or other

equitable relief necessary to prevent or redress the violation of either party's

obligations under such Sections. In the event that an actual proceeding is

brought in equity to enforce such Sections, the offending party shall not urge

as a defense that there is an adequate remedy at law nor shall the damaged party

be prevented from seeking any other remedies that may be available to it. The

defaulting party shall pay all attorney's fees and costs incurred by the other

party in enforcing this Agreement.

SECTION 16. Governing Law. The parties hereto acknowledge that the

transactions contemplated by this Agreement bear a reasonable relation to the

state of placeplaceNew York. This Agreement shall be governed by, and construed

and interpreted in accordance with, the internal laws of the state of

placeplaceNew York without regard to such state's principles of conflicts of

laws. The parties irrevocably and unconditionally agree that the exclusive place

of jurisdiction for any action, suit or proceeding ("Actions") relating to this

Agreement shall be in the state or federal courts situated in the county and

state of placeplaceNew York. Each party irrevocably and unconditionally waives

any objection it may have to the venue of any Action brought in such courts or

to the convenience of the forum. Final judgment in any such Action shall be

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<PAGE>

conclusive and may be enforced in other jurisdictions by suit on the judgment, a

certified or true copy of which shall be conclusive evidence of the fact and the

amount of any indebtedness or liability of any party therein described. Service

of process in any Action by any party may be made by serving a copy of the

summons and complaint, in addition to any other relevant documents, by

commercial overnight courier to any other party at their address set forth in

this Agreement.

SECTION 17. Headings. The headings of the Sections are inserted for

convenience of reference only and shall not affect any interpretation of this

Agreement.

SECTION 18. Counterparts. This Agreement may be executed in counterpart

signatures, each of which shall be deemed an original, but all of which, when

taken together, shall constitute one and the same instrument, it being

understood that both parties need not sign the same counterpart. In the event

that any signature is delivered by facsimile transmission, such signature shall

create a valid and binding obligation of the party executing (or on whose behalf

such signature is executed) the same with the same force and effect as if such

facsimile signature page were an original thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of

eight (7) pages as of the day and year first written above.

FINANCIALCONTENT, INC.

By: /s/ Wing Yu

------------------------------

Name: Wing Yu

Title: CEO

JADE SPECIAL STRATEGY, LLC

By: /s/ David Propis

------------------------------

Name: David Propis

Title: Manager

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<PAGE>

SCHEDULE A

S-8 SHARE DESIGNEE

Issuee No. of Shares

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EXHIBIT A

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR

APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE

DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN

OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO

THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION

HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION

FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

FINANCIALCONTENT, INC.

Senior Secured Convertible Promissory Note

due December 31, 2007

Dated: August 20, 2007 $150,000

For value received, FinancialContent, Inc., a Delaware corporation (the

"Maker"), hereby promises to pay to the order of Jade Special Strategy, LLC

(together with its successors, representatives, and permitted assigns, the

"Holder"), in accordance with the terms hereinafter provided, the principal

amount of one hundred fifty thousand dollars ($150,000), together with interest

thereon. Concurrently with the issuance of this Note, the Maker is issuing

separate convertible promissory notes (the "Other Notes") to separate purchasers

(the "Other Holders") pursuant to the Purchase Agreement (as defined in Section

1.1 hereof).

All payments under or pursuant to this Note shall be made in United

States Dollars in immediately available funds to the Holder at the address of

the Holder first set forth above or at such other place as the Holder may

designate from time to time in writing to the Maker or by wire transfer of funds

to the Holder's account, instructions for which are attached hereto as Exhibit

A. The outstanding principal balance of this Note shall be due and payable on

dateMonth12Day31Year2007December 31, 2007 (the "Maturity Date") or at such

earlier time as provided herein.

ARTICLE I

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Section 1.1 Purchase Agreement. This Note has been executed and

delivered pursuant to the Consulting Agreement dated as of August __, 2007 (the

"Consluting Agreement") by and among the Maker and the purchasers listed

therein. Capitalized terms used and not otherwise defined herein shall have the

meanings set forth for such terms in the Purchase Agreement.

<PAGE>

Section 1.2 Interest.

(a) Beginning on the issuance date of this Note (the "Issuance Date"),

the outstanding principal balance of this Note shall bear interest, in arrears,

at a rate per annum equal to nine percent (9%), payable monthly commencing on

August 30, 2007 and on the last business day of each following month at the

option of the Maker in (A) cash or (B) registered shares of the Maker's common

stock, $0.001 par value per share (the "Common Stock"). The Maker shall provide

irrevocable written notice to the Holder of the form of interest payment at

least ten (10) days prior to an interest payment date. If no such notice is

provided at least ten (10) days prior to an interest payment date, the Maker

must make the interest payment in cash. In addition, the Maker must make

interest payments in cash if it is unable to make interest payments in

registered shares of Common Stock. The number of shares of Common Stock to be

issued as payment of accrued and unpaid interest shall be determined by dividing

(a) the total amount of accrued and unpaid interest to be converted into Common

Stock by (b) the Conversion Price (as defined in Section 3.2 hereof). Interest

shall be computed on the basis of a 360-day year of twelve (12) 30-day months

and shall accrue commencing on the Issuance Date. Furthermore, upon the

occurrence of an Event of Default (as defined in Section 2.1 hereof), then to

the extent permitted by law, the Maker will pay interest to the Holder, payable

on demand, on the outstanding principal balance of the Note from the date of the

Event of Default until such Event of Default is cured at the rate of the lesser

of fifteen percent (15%) and the maximum applicable legal rate per annum.

Section 1.3 Security Agreement. The obligations of the Maker hereunder

are secured by a continuing security interest in all of the assets of the Maker

pursuant to the terms of a security agreement dated as of February 13, 2006 by

and among the Maker, on the one hand, and the Holder, on the other hand.

Section 1.4 Payment on Non-Business Days. Whenever any payment to be

made shall be due on a Saturday, Sunday or a public holiday under the laws of

the State of placeStateNew York, such payment may be due on the next succeeding

business day and such next succeeding day shall be included in the calculation

of the amount of accrued interest payable on such date.

Section 1.5 Transfer. This Note may be transferred or sold, subject to

the provisions of Section 4.8 of this Note, or pledged, hypothecated or

otherwise granted as security by the Holder.

Section 1.6 Replacement. Upon receipt of a duly executed, notarized and

unsecured written statement from the Holder with respect to the loss, theft or

destruction of this Note (or any replacement hereof) and a standard indemnity,

or, in the case of a mutilation of this Note, upon surrender and cancellation of

such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu

of such lost, stolen, destroyed or mutilated Note.

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<PAGE>

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

---------------------------

Section 2.1 Events of Default. The occurrence of any of the following

events shall be an "Event of Default" under this Note:

(a) the Maker shall fail to make any principal or interest payments on

the date such payments are due and such default is not fully cured within three

(3) business days after the occurrence thereof; or

(b) the suspension from listing, without subsequent listing on any one

of, or the failure of the Common Stock to be listed on at least one of the OTC

Bulletin Board, the American Stock Exchange, the Nasdaq National Market, the

Nasdaq SmallCap Market or The New York Stock Exchange, Inc. for a period of

seven (7) consecutive Trading Days; or

(c) the Maker's notice to the Holder, including by way of public

announcement, at any time, of its inability to comply (including for any of the

reasons described in Section 3.8(a) hereof) or its intention not to comply with

proper requests for conversion of this Note into shares of Common Stock; or

(d) the Maker shall fail to (i) timely deliver the shares of Common

Stock upon conversion of the Note or any interest accrued and unpaid; or

(e) default shall be made in the performance or observance of (i) any

material covenant, condition or agreement contained in this Note and such

default is not fully cured within five (5) business days after the Holder

delivers written notice to the Maker of the occurrence thereof; or

(f) the Maker shall (i) apply for or consent to the appointment of, or

the taking of possession by, a receiver, custodian, trustee or liquidator of

itself or of all or a substantial part of its property or assets, (ii) make a

general assignment for the benefit of its creditors, (iii) commence a voluntary

case under the United States Bankruptcy Code (as now or hereafter in effect) or

under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a

petition seeking to take advantage of any bankruptcy, insolvency, moratorium,

reorganization or other similar law affecting the enforcement of creditors'

rights generally, (v) acquiesce in writing to any petition filed against it in

an involuntary case under United States Bankruptcy Code (as now or hereafter in

effect) or under the comparable laws of any jurisdiction (foreign or domestic),

(vi) issue a notice of bankruptcy or winding down of its operations or issue a

press release regarding same, or (vii) take any action under the laws of any

jurisdiction (foreign or domestic) analogous to any of the foregoing; or

(g) a proceeding or case shall be commenced in respect of the Maker,

without its application or consent, in any court of competent jurisdiction,

seeking (i) the liquidation, reorganization, moratorium, dissolution, winding

up, or composition or readjustment of its debts, (ii) the appointment of a

trustee, receiver, custodian, liquidator or the like of it or of all or any

substantial part of its assets in connection with the liquidation or dissolution

of the Maker or (iii) similar relief in respect of it under any law providing

for the relief of debtors, and such proceeding or case described in clause (i),

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(ii) or (iii) shall continue undismissed, or unstayed and in effect, for a

period of thirty (30) days or any order for relief shall be entered in an

involuntary case under United States Bankruptcy Code (as now or hereafter in

effect) or under the comparable laws of any jurisdiction (foreign or domestic)

against the Maker or action under the laws of any jurisdiction (foreign or

domestic) analogous to any of the foregoing shall be taken with respect to the

Maker and shall continue undismissed, or unstayed and in effect for a period of

thirty (30) days; or

(h) the failure of the Maker to pay any amounts due to the Holder

within five (5) business days of the date such payments are due and such default

is not fully cured within two (2) business days after the Holder delivers

written notice to the Maker of the occurrence thereof;.

Section 2.2 Remedies Upon An Event of Default. If an Event of Default

shall have occurred and shall be continuing, the Holder of this Note may at any

time at its option, (a) declare the entire unpaid principal balance of this

Note, together with all interest accrued hereon, due and payable, and thereupon,

the same shall be accelerated and so due and payable, without presentment,

demand, protest, or notice, all of which are hereby expressly unconditionally

and irrevocably waived by the Maker; provided, however, that upon the occurrence

of an Event of Default described in (i) Sections 2.1 (f) or (g), the outstanding

principal balance and accrued interest hereunder shall be automatically due and

payable and (ii) Sections 2.1 (b)-(e), demand the prepayment of this Note

pursuant to Section 3.7 hereof, or (b) demand that the principal amount of this

Note then outstanding and all accrued and unpaid interest thereon shall be

converted into shares of Common Stock at a Conversion Price per share pursuant

to Section 3.1 hereof assuming that the date that the Event of Default occurs is

the Conversion Date (as defined in Section 3.1 hereof). No course of delay on

the part of the Holder shall operate as a waiver thereof or otherwise prejudice

the right of the Holder. No remedy conferred hereby shall be exclusive of any

other remedy referred to herein or now or hereafter available at law, in equity,

by statute or otherwise.

ARTICLE III

CONVERSION; ANTIDILUTION; PREPAYMENT

------------------------------------

Section 3.1 Conversion Option.

(a) At any time on or after the Issuance Date, this Note shall be

convertible (in whole or in part), at the option of the Holder (the "Conversion

Option"), into such number of fully paid and non-assessable shares of Common

Stock (the "Conversion Rate") registered under Form S-8 as is determined by

dividing (x) that portion of the outstanding principal balance plus any accrued

but unpaid interest under this Note as of such date that the Holder elects to

convert by (y) the Conversion Price (as defined in Section 3.2(a) hereof) then

in effect on the date on which the Holder faxes a notice of conversion (the

"Conversion Notice"), duly executed, to the Maker (facsimile number (650)

745-2677, Attn.: Chief Executive Officer) (the "Voluntary Conversion Date"),

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described in Section 3.6 below. The Holder shall deliver this Note to the Maker

at the address designated in the Purchase Agreement at such time that this Note

is fully converted. With respect to partial conversions of this Note, the Maker

shall keep written records of the amount of this Note converted as of each

Conversion Date.

Section 3.2 Conversion Price.

(a) The term "Conversion Price" shall mean $0.75, subject to adjustment

under Section 3.6 hereof.

Section 3.3 Mechanics of Conversion.

(a) Not later than three (3) Trading Days after any Conversion Date,

the Maker or its designated transfer agent, as applicable, shall issue and

deliver to the Depository Trust Company ("DTC") account on the Holder's behalf

via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the

Conversion Notice, registered in the name of the Holder or its designee, for the

number of shares of Common Stock to which the Holder shall be entitled. In the

alternative, not later than three (3) Trading Days after any Conversion Date,

the Maker shall deliver to the applicable Holder by express courier a

certificate or certificates which shall be free of restrictive legends and

trading restrictions representing the number of shares of Common Stock being

acquired upon the conversion of this Note (the "Delivery Date"). If in the case

of any Conversion Notice such certificate or certificates are not delivered to

or as directed by the applicable Holder by the Delivery Date, the Holder shall

be entitled by written notice to the Maker at any time on or before its receipt

of such certificate or certificates thereafter, to rescind such conversion, in

which event the Maker shall immediately return this Note tendered for

conversion, whereupon the Maker and the Holder shall each be restored to their

respective positions immediately prior to the delivery of such notice of

revocation, except that any amounts described in Sections 3.3(b) and (c) shall

be payable through the date notice of rescission is given to the Maker.

(b) The Maker understands that a delay in the delivery of the shares of

Common Stock upon conversion of this Note beyond the Delivery Date could result

in economic loss to the Holder. If the Maker fails to deliver to the Holder such

shares via DWAC or a certificate or certificates pursuant to this Section

hereunder by the Delivery Date, the Maker shall pay to such Holder, in cash, an

amount per Trading Day for each Trading Day until such shares are delivered via

DWAC or certificates are delivered, together with interest on such amount at a

rate of 10% per annum, accruing until such amount and any accrued interest

thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate

principal amount of the Notes requested to be converted for the first five (5)

Trading Days after the Delivery Date and (ii) 2% of the aggregate principal

amount of the Notes requested to be converted for each Trading Day thereafter

and (B) $2,000 per day (which amount shall be paid as liquidated damages and not

as a penalty). Nothing herein shall limit a Holder's right to pursue actual

damages for the Maker's failure to deliver certificates representing shares of

Common Stock upon conversion within the period specified herein and such Holder

shall have the right to pursue all remedies available to it at law or in equity

(including, without limitation, a decree of specific performance and/or

injunctive relief). Notwithstanding anything to the contrary contained herein,

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<PAGE>

the Holder shall be entitled to withdraw a Conversion Notice, and upon such

withdrawal the Maker shall only be obligated to pay the liquidated damages

accrued in accordance with this Section 3.3(b) through the date the Conversion

Notice is withdrawn.

(c) In addition to any other rights available to the Holder, if the

Maker fails to cause its transfer agent to transmit to the Holder a certificate

or certificates representing the shares of Common Stock issuable upon conversion

of this Note on or before the Delivery Date, and if after such date the Holder

is required by its broker to purchase (in an open market transaction or

otherwise) shares of Common Stock to deliver in satisfaction of a sale by the

Holder of the shares of Common Stock issuable upon conversion of this Note which

the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Maker

shall (1) pay in cash to the Holder the amount by which (x) the Holder's total

purchase price (including brokerage commissions, if any) for the shares of

Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the

number of shares of Common Stock issuable upon conversion of this Note that the

Maker was required to deliver to the Holder in connection with the conversion at

issue times (B) the price at which the sell order giving rise to such purchase

obligation was executed, and (2) at the option of the Holder, either reinstate

the portion of the Note and equivalent number of shares of Common Stock for

which such conversion was not honored or deliver to the Holder the number of

shares of Common Stock that would have been issued had the Maker timely complied

with its conversion and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover

a Buy-In with respect to an attempted conversion of shares of Common Stock with

an aggregate sale price giving rise to such purchase obligation of $10,000,

under clause (1) of the immediately preceding sentence the Maker shall be

required to pay the Holder $1,000. The Holder shall provide the Maker written

notice indicating the amounts payable to the Holder in respect of the Buy-In,

together with applicable confirmations and other evidence reasonably requested

by the Maker. Nothing herein shall limit a Holder's right to pursue any other

remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with

respect to the Maker's failure to timely deliver certificates representing

shares of Common Stock upon conversion of this Note as required pursuant to the

terms hereof.

Section 3.4 Ownership Cap and Certain Conversion Restrictions.

(a) Notwithstanding anything to the contrary set forth in Section 3 of

this Note, at no time may the Holder convert all or a portion of this Note if

the number of shares of Common Stock to be issued pursuant to such conversion

would exceed, when aggregated with all other shares of Common Stock owned by the

Holder at such time, the number of shares of Common Stock which would result in

the Holder beneficially owning (as determined in accordance with Section 13(d)

of the Exchange Act and the rules thereunder) more than 4.9% of all of the

Common Stock outstanding at such time;