AMENDED AND RESTATED 9% SENIOR SUBORDINATED CONVERTIBLE NOTE

and restated convertible notes issued in replacement hereof or thereof, and (ii) the shares of the Borrower’s Common Stock that are issuable upon conversion of the Original Note immediately prior to this Note, or [           ] shares of Common Stock, are referred to herein as the “ Original Shares, ” and (iii) the shares of the Borrower’s Common Stock that are issuable upon the conversion of this Note, less the Original Note Shares are referred to herein as the “ Additional Note Shares .”

Interest on the unpaid Principal Amount hereof, other than in connection with a prepayment of the Principal Amount at the option of the Borrower, and any installment of Mandatory Prepayment of the Principal Amount hereof may, at the option of the Borrower, be paid in shares of Common Stock (as defined in the Purchase Agreement) with an aggregate value, valuing each share at the Conversion Price, equal in value to the amount of interest or Mandatory Prepayment of the Principal Amount payable, provided that such payments may be made in shares of Common Stock (“ Payment Shares ”) only if the Borrower satisfies the Liquidity Conditions (as defined herein) and provided further, that the Closing Price of the Common Stock shall be 115% of the Conversion Price on each of the ten (10) Trading Days prior to the date of payment (the “ Borrower Conversion Condition ”) and that the Borrower has provided written notice to the Holder of its election to issue Payment Shares at least ten (10) Trading Days prior to the date of payment if the Borrower Conversion Condition is satisfied.    “ Liquidity Conditions ” shall mean that (i) all of the shares of Common Stock issuable upon conversion of the Notes are (x) authorized and reserved for issuance, (y) registered for resale under the 1933 Act by the Holders of the Notes (or may otherwise be resold publicly without restriction) and (z) eligible to be traded on Nasdaq, the NYSE, the AMEX, Nasdaq SmallCap or the OTC Electronic Bulletin Board and (ii) there is not then a continuing Mandatory Redemption Event.  “ Closing Price ,” as of any date, means the last sale price of the Common Stock on Nasdaq as reported by Bloomberg Financial Markets or an equivalent reliable reporting service mutually acceptable to and hereafter designated by the holders of a majority of the outstanding Principal Amount of the Notes and the Borrower (“ Bloomberg ”) or, if Nasdaq is not the principal trading market for such security, the last sale price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or, if no last sale price of such security is available in any of the foregoing manners, the average of the bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc.  If the Closing Price cannot be calculated for such security on such date in the manner provided above, the Closing Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority of the outstanding Principal Amount of the Notes for which the calculation of the Closing Price is required.  “ Trading Day ” shall mean any day on which the Common Stock is traded for any period on Nasdaq, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.  The Maturity Date is subject to extension, at the option of the Holder, as provided in Article IV hereof.

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I.  REDEMPTION

A.            Mandatory Redemption .  If any of the following events (each, a “ Mandatory Redemption Event ”) shall occur:

1.             The Borrower fails to pay the Principal Amount hereof or interest thereon when due, whether on the Interest Payment Date, the Maturity Date, or upon Mandatory Prepayment pursuant to Article I.B, upon acceleration or otherwise;

2.             The Borrower (i) fails to issue shares of Common Stock to any holder of the Notes upon exercise by the holder of its conversion rights in accordance with the terms of the Notes (for a period of at least sixty (60) days if such failure is solely as a result of the circumstances governed by the second paragraph of Article II.E below and the Borrower is using its best efforts to authorize a sufficient number of shares of Common Stock as soon as practicable), (ii) fails to transfer or to cause its transfer agent to transfer (electronically or in certificated form) any certificate for shares of Common Stock issued to any Holder upon conversion of or otherwise pursuant to the Notes as and when required by the Notes, the Purchase Agreement or the Registration Rights Agreement, dated as of October 15, 2004, by and among the Borrower and the other signatories thereto, as amended (the “ Registration Rights Agreement ”), (iii) fails to remove any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate or any shares of Common Stock issued to the holders of the Notes upon conversion of or otherwise pursuant to the Notes as and when required by the Notes, the Purchase Agreement or the Registration Rights Agreement, and any such failure shall continue uncured (or any announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for fifteen (15) Trading Days after the Borrower shall have been notified thereof in writing by any holder of the Notes or (iv) fails to fulfill its obligations pursuant to Article IV, excluding subsection (e), of the Purchase Agreement (or makes any announcement, statement or threat that it does not intend to honor the obligations described in this paragraph), and any such failure shall continue uncured (or any announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for ten (10) days after the Borrower shall have been notified thereof in writing by any Holder of the Notes;

3.             The Borrower fails to maintain effectiveness with the Securities and Exchange Commission (the “ SEC ”) of any Registration Statement (as defined in the Registration Rights Agreement), after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), or sales of all of the Registrable Securities, excluding the Additional Registrable Securities (as defined in Amendment No. 1 to Registration Rights Agreement, dated November     , 2005, by and among the Borrower and the purchasers set forth in Schedule 1 thereto (“ Amendment No. 1 ”)) otherwise cannot be made thereunder (whether by reason of the Borrower’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Borrower’s failure to file and obtain effectiveness with the SEC of an additional Registration Statement required pursuant to Section 2(i) of the Registration Rights Agreement or otherwise) for more than thirty (30) consecutive days or more than sixty (60) days in any twelve (12) month period after such Registration Statement becomes effective;

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4.             The Borrower fails to obtain effectiveness with the SEC of a Registration Statement required to be filed under Amendment No. 1 within the time periods set forth therein, or sales of all of the Additional Registrable Securities otherwise cannot be made thereunder (whether by reason of the Borrower’s failure to amend or supplement the prospectus included therein in accordance with Amendment No. 1, the Borrower’s failure to file and obtain effectiveness with the SEC of an additional Registration Statement required pursuant to Section 2(i) of the Registration Rights Agreement or otherwise) for more than thirty (30) consecutive days or more than sixty (60) days in any twelve (12) month period after such Registration Statement becomes effective;

5.             The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for all or substantially all of its property or business; or such a receiver or trustee shall otherwise be appointed;

6.             Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower;

7.             The Borrower shall fail to maintain the listing of the Common Stock on the Nasdaq National Market (“ Nasdaq ”), the Nasdaq SmallCap Market (the “ Nasdaq SmallCap ”), the New York Stock Exchange (the “ NYSE ”), the American Stock Exchange (“ AMEX ”) or the OTC Electronic Bulletin Board (the “ OTC BB ”);

8.             The sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of (excluding issuances of securities by the Borrower in connection with capital raising transactions) or the consolidation, merger or other business combination of the Borrower with or into any other individual, corporation, limited liability company, partnership, association, trust or other entity or organization (each, a “ Person ”) or Persons when the Borrower is not the survivor;

9.             The Borrower breaches any covenant contained in Article III hereof and such breach continues uncured for a period of ten (10) days after written notice thereof to the Borrower from any holder of Notes;

10.          The Borrower shall have incurred a monetary default in excess of $500,000 in any contract which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated by the SEC) which default is not cured within two Trading Days, or a non-monetary default in any such contract which is not cured within fifteen Trading Days;

11.          Any material representation or warranty of the Borrower made herein, in the Purchase Agreement, or in the Registration Rights Agreement shall be materially false or misleading;

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12.          Any money judgment, writ or similar final process shall be entered or filed against the Borrower or any of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed  for a period of ninety (90) days; or

13.          An SEC stop trade order or the trading suspension of the Common Stock on the principal exchange or securities market on which the Common Stock then trades shall be in effect for five (5) consecutive Trading Days or five (5) Trading Days during a period of ten (10) consecutive Trading Days, excluding in all cases a suspension of all trading on such principal exchange or securities market on which the Common Stock trades; provided, that this shall only be a Mandatory Redemption Event to the extent that the Borrower shall not have been able to cure such trading suspension within thirty (30) days of the notice thereof; or

14.          Any declared default of the Borrower or any of its subsidiaries under any other Indebtedness (as defined below) that gives the holder thereof the right to accelerate such other Indebtedness shall have occurred, and such other Indebtedness is in fact accelerated by the holder, or in the event that any other Indebtedness has become due and payable upon maturity and has not been satisfied then, upon the occurrence and during the continuation of any Mandatory Redemption Event specified in subparagraphs 1, 2, 3, 6, 7, 8, 9, 10, 11, 12, 13 or 14 at the option of the Holder exercisable by the delivery of written notice (the “ Mandatory Redemption Notice ”) to the Borrower of such Mandatory Redemption Event (provided that the remedies afforded under this Article I.A shall only be available to Holders providing such notice), or upon the occurrence of any Mandatory Redemption Event specified in subparagraphs 4 or 5, the then outstanding Notes shall become immediately redeemable and the Borrower shall purchase each holder’s outstanding Notes for an amount equal to the greater of (i) 120% multiplied by the sum of (a) the then outstanding Principal Amount of the Notes, plus (b) all accrued and unpaid interest thereon for the period beginning on the Issue Date and ending on the date of payment of the Mandatory Redemption Amount (the “ Mandatory Redemption Date ”), plus (c) Default Interest, if any, on the amounts referred to in clauses (a) and/or (b), plus (d) all Conversion Default Payments (as defined in Article II.E below), Delivery Default Payments (as defined in Article II.D.3 below) and any other amounts owed to such holder pursuant to Section 2(i) of the Registration Rights Agreement, and (ii) the “ parity value ” of the Notes to be redeemed, where parity value means the product of (x) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Notes in accordance with the terms hereof (without giving any effect to any limitations on conversions of Notes contained herein, and treating the Trading Day (as defined in Article II.B.1) immediately preceding the Mandatory Redemption Date as the “ Conversion Date ” (as defined in Article II.D.5) for purposes of determining the lowest applicable Conversion Price, unless the Mandatory Redemption Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (y) the highest Closing Price (as defined below) for the Common Stock during the period beginning on the date of first occurrence of the Mandatory Redemption Event and ending one day prior to the Mandatory Redemption Date (the greater of such amounts set forth in clauses (i) and (ii) above being referred to as the “ Mandatory Redemption Amount ”).  The Mandatory Redemption Amount, together with all other ancillary amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, reasonable legal fees and expenses of

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collection, and Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

“ Indebtedness ,” when used with respect to the Borrower or any of its subsidiaries (each, a “ Borrower Person ”), and without duplication means, to the extent that any of the following exceed $750,000 individually:

(a)           all indebtedness, obligations and other liabilities (contingent or otherwise) of such Person for borrowed money (including obligations of the Borrower or any of its subsidiaries in respect of overdrafts, foreign exchange contracts, currency exchange agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments) or evidenced by bonds, debentures, notes or other instruments for the payment of money, or incurred in connection with the acquisition of any property, services or assets (whether or not the recourse of the lender is to the whole of the assets of such Borrower Person or to only a portion thereof), other than any account payable or other accrued current liability or obligation to trade creditors incurred in the ordinary course of business in connection with the obtaining of materials or services;

(b)           all reimbursement obligations and other liabilities (contingent or otherwise) of such Borrower Person with respect to letters of credit, bank guarantees, bankers’ acceptances, surety bonds, performance bonds or other guaranty of contractual performance;

(c)           all obligations and liabilities (contingent or otherwise) in respect of (a) leases of such Borrower Person required, in conformity with GAAP, to be accounted for as capitalized lease obligations on the balance sheet of such  Borrower Person and (b) any lease or related documents (including a purchase agreement) in connection with the lease of real property which provides that such Borrower Person is contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the landlord and the obligations of such Borrower Person under such lease or related document to purchase or to cause a third party to purchase the leased property;

(d)           all obligations of such Borrower Person (contingent or otherwise) with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement;

(e)           all direct or indirect guaranties or similar agreements by such Borrower Person in respect of, and obligations or liabilities (contingent or otherwise) of such Borrower Person to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another Borrower Person of the kind described in clauses (a) through (d) of this definition;

(f)            any indebtedness or other obligations described in clauses (a) through (e) of this definition secured by any lien existing on property which is owned or held by such

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Borrower Person, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by such Borrower Person; and

(g)           any and all deferrals, renewals, extensions and refunding of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a) through (f) of this definition.

B.            Failure to Pay Redemption Amounts .  In the case of a Mandatory Redemption Event, if the Borrower fails to pay the Mandatory Redemption Amount within five (5) business days of written notice that such amount is due and payable, then (assuming there are sufficient authorized shares) in addition to all other available remedies, the Holder shall have the right at anytime, and from time to time after the failure to timely pay the Mandatory Redemption Amount, so long as the Mandatory Redemption Event continues, to require the Borrower, upon written notice, to immediately issue (in accordance with and subject to the terms of Article II below), in lieu of the portion of the Mandatory Redemption Amount with respect to which such election is made, the number of shares of Common Stock of the Borrower equal to such applicable redemption amount divided by any Conversion Price (as defined below), as chosen in the sole discretion of Holder, in effect from the date of the Mandatory Redemption Event until the date Holder elects to exercise its rights pursuant to this Article I.B.

II.  CONVERSION AT THE OPTION OF HOLDER

A.            Optional Conversion

1.             Conversion Amount .  Subject to the restrictions set forth herein, the Holder may, at its option at any time and from time to time prior to 5:00 pm, Eastern Standard Time, on the Maturity Date, convert all or any portion of this Note into Common Stock as set forth below (an “ Optional Conversion ”).  This Note shall be convertible into such number of fully paid and nonassessable shares of Common Stock as such Common Stock exists on the Issue Date, or any other shares of capital stock or other securities of the Borrower into which such Common Stock is thereafter changed or reclassified, as is determined by dividing (a) the Conversion Amount (as defined below) by (b) the Conversion Price (as defined in Article II.B below); provided, however , that in no event shall Holder be entitled to convert this Note in exercise of that dollar amount of Notes upon conversion of which the sum of (x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note, or the unexercised or unconverted portion of any other securities of the Borrower (including, without limitation, the warrants issued by the Borrower pursuant to the Purchase Agreement (the “ Warrants ”)) subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Holder and Holder’s affiliates of more than 9.9% of the outstanding shares of Common Stock.  For purposes of the proviso to the immediately preceding sentence, (i) beneficial ownership shall be

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determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D G thereunder, except as otherwise provided in clause (x) of such proviso and (ii) such proviso may not be amended without (a) the written consent of the Holder and the Borrower and (b) the approval of the holders of a majority of Borrower’s Common Stock present, or represented by proxy, and voting at any meeting called to vote on such proviso.  “Conversion Amount” means (i) the portion of the Principal Amount of this Note being converted, plus (ii) all accrued and unpaid interest thereon for the period beginning on the Issue Date and ending on the Conversion Date (as defined in Article II.B.1), plus (iii) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (i) and/or (ii), plus (iv) any Conversion Default Payments (as defined in Article II.E) and Delivery Default Payments (as defined in Article II.D.3) payable with respect thereto, together with any other amounts owed to Holder pursuant to Section 2(i) of the Registration Rights Agreement.

B.            Conversion Price .

1.             Calculation of Conversion Price .  Subject to any adjustments provided for herein, the “ Conversion Price ” shall be $0.22 per share.  The Conversion Price shall be subject to adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date and as otherwise set forth herein.

C.            Adjustments to Conversion Price .  The Conversion Price shall be subject to adjustment from time to time as follows:

1.             Adjustment to Conversion Price Due to Stock Split, Stock Dividend, Etc.   If, at any time when this Note is outstanding, the number of outstanding shares of Common Stock is increased or decreased by a stock split, stock dividend, combination, reclassification, rights offering below the Trading Price (as defined below) to all holders of Common Stock or other similar event, which event shall have taken place during the reference period for determination of the Conversion Price for any Optional Conversion, then the Conversion Price shall be calculated giving appropriate effect to the stock split, stock dividend, combination, reclassification or other similar event.  In such event, the Borrower shall notify the Transfer Agent of such change on or be