CALLABLE SECURED CONVERTIBLE NOTE

                                                                    EXHIBIT 10.5

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER   THE   SECURITIES   ACT   OF   1933,   AS   AMENDED   (THE   "ACT").   THE
         SECURITIES   MAY NOT BE SOLD,   TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
         AN EFFECTIVE   REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
         OR AN OPINION OF COUNSEL IN FORM,   SUBSTANCE   AND SCOPE   CUSTOMARY   FOR
         OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT
         REQUIRED   UNDER   SAID   ACT OR   UNLESS   SOLD   PURSUANT   TO   RULE   144 OR
         REGULATION S UNDER SAID ACT.


                        CALLABLE SECURED CONVERTIBLE NOTE

Clinton Township, Michigan
October 4, 2006                                                     $[__________]

                  FOR VALUE RECEIVED,   MIDNIGHT HOLDINGS GROUP, INC., a Delaware
corporation   (hereinafter called the "BORROWER"),   hereby promises to pay to the
order   of   [_________]   or its   registered   assigns   (the   "HOLDER")   the sum of
$[________],   on October 4, 2009 (the "MATURITY   DATE"),   and to pay interest on
the unpaid   principal   balance hereof at the rate of ten percent (10%) per annum
from October 4, 2006 (the "ISSUE   DATE") until the same becomes due and payable,
whether at maturity or upon   acceleration   or by prepayment   or   otherwise.   Any
amount of   principal   or   interest on this Note which is not paid when due shall
bear   interest at the rate of fifteen   percent (15%) per annum from the due date
thereof until the same is paid   ("DEFAULT   INTEREST").   Interest   shall commence
accruing on the issue date, shall be computed on the basis of a 365-day year and
the actual   number of days elapsed and shall be payable,   quarterly on March 31,
June 30,   September 30 and December 31 of each year beginning on the last day of
the first full quarter   after Issue Date.   All payments   due   hereunder   (to the
extent not   converted   into common   stock,   $.00005 par value per share,   of the
Borrower (the "COMMON STOCK") in accordance with the terms hereof) shall be made
in lawful money of the United States of America.   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.   Whenever any amount
expressed   to be due by the   terms of this Note is due on any day which is not a
business day, the same shall instead be due on the next   succeeding day which is
a business   day and, in the case of any   interest   payment date which is not the
date on which this Note is paid in full,   the   extension of the due date thereof
shall not be taken   into   account   for   purposes   of   determining   the amount of
interest due on such date. As used in this Note,   the term   "business day" shall
mean any day other than a Saturday, Sunday or a day on which commercial banks in
the city of New York,   New York are   authorized   or required by law or executive
order to

<PAGE>

remain closed.   Each   capitalized term used herein,   and not otherwise   defined,
shall have the meaning   ascribed   thereto in that   certain   Securities   Purchase
Agreement,   dated   October 4, 2006,   pursuant to which this Note was   originally
issued (the "PURCHASE AGREEMENT").

         This Note is free from all taxes,   liens,   claims and encumbrances with
respect to the issue   thereof and shall not be subject to   preemptive   rights or
other   similar   rights   of   shareholders   of the   Borrower   and will not   impose
personal   liability   upon the holder   thereof.   The   obligations of the Borrower
under   this Note   shall be secured by that   certain   Security   Agreement   by and
between the Borrower and the Holder of even date herewith.

         The following terms shall apply to this Note:

                          ARTICLE I. CONVERSION RIGHTS

               1.1     CONVERSION   RIGHT.   The   Holder   shall have the right from
time to time,   and at any time on or prior to the   earlier   of (i) the   Maturity
Date and (ii) the date of payment of the   Default   Amount (as defined in Article
III) pursuant to Section 1.6(a) or Article III, the Optional   Prepayment   Amount
(as defined in Section 5.1) or (iii) any payments   pursuant to Section 1.7, each
in respect of the remaining outstanding principal amount of this Note to convert
all or any part of the outstanding and unpaid principal amount of this Note into
fully paid and   non-assessable   shares of Common   Stock,   as such   Common   Stock
exists on the Issue Date, or any shares of capital stock or other   securities of
the   Borrower   into   which   such   Common   Stock   shall   hereafter   be changed or
reclassified   at the conversion   price (the   "CONVERSION   PRICE")   determined as
provided herein (a "CONVERSION");   PROVIDED, HOWEVER, that in no event shall the
Holder be entitled to convert any portion of this Note in excess of that portion
of this Note   upon   conversion   of which the sum of (1) the   number of shares of
Common Stock   beneficially   owned by the Holder and its   affiliates   (other than
shares   of Common   Stock   which may be deemed   beneficially   owned   through   the
ownership   of the   unconverted   portion   of the   Notes   or   the   unexercised   or
unconverted   portion of any other security of the Borrower   (including,   without
limitation,   the   warrants   issued   by the   Borrower   pursuant   to the   Purchase
Agreement)   subject to a limitation on   conversion or exercise   analogous to the
limitations   contained   herein)   and (2) 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 the Holder and its affiliates of more than 4.9% of the   outstanding
shares of Common Stock. For purposes of the proviso to the immediately preceding
sentence,   beneficial   ownership   shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended,   and Regulations 13D-G
thereunder,   except as   otherwise   provided in clause (1) of such   proviso.   The
number of shares of Common Stock to be issued upon each   conversion of this Note
shall be determined by dividing the Conversion   Amount (as defined below) by the
applicable   Conversion   Price then in effect on the date specified in the notice
of   conversion,   in the form   attached   hereto   as   Exhibit   A (the   "NOTICE   OF
CONVERSION"), delivered to the Borrower by the Holder in accordance with Section
1.4 below;   provided that the Notice of Conversion is submitted by facsimile (or
by other means resulting in, or reasonably expected to result in, notice) to the
Borrower   before 6:00 p.m., New York, New York time on such conversion date (the
"CONVERSION   DATE").   The term   "CONVERSION   AMOUNT" means,   with respect to any
conversion of this Note, the sum of (1) the principal   amount of this Note to be
converted in such  

                                       2
<PAGE>

conversion   PLUS (2) accrued   and unpaid   interest,   if any,   on such   principal
amount at the interest rates   provided in this Note to the Conversion   Date PLUS
(3) Default   Interest,   if any, on the   amounts   referred to in the   immediately
preceding   clauses (1) and/or (2) PLUS (4) at the Holder's   option,   any amounts
owed to the Holder   pursuant   to Sections   1.3 and 1.4(g)   hereof or pursuant to
Section 2(c) of that certain Registration Rights Agreement,   dated as of October
4, 2006,   executed in connection with the initial   issuance of this Note and the
other Notes issued on the Issue Date (the "REGISTRATION RIGHTS AGREEMENT").

               1.2     CONVERSION PRICE.

                      (A) CALCULATION OF CONVERSION   PRICE. The Conversion Price
shall be the lesser of (i) the Variable Conversion Price (as defined herein) and
(ii) the Fixed Conversion Price (as defined herein)   (subject,   in each case, to
equitable   adjustments for stock splits,   stock dividends or rights offerings by
the Borrower   relating to the   Borrower's   securities   or the   securities of any
subsidiary of the Borrower, combinations,   recapitalization,   reclassifications,
extraordinary distributions and similar events). The "VARIABLE CONVERSION PRICE"
shall mean the   Applicable   Percentage   (as defined   herein)   multiplied   by the
Market Price (as defined herein). "MARKET PRICE" means the average of the lowest
three (3) Trading   Prices (as   defined   below) for the Common   Stock   during the
twenty   (20)   Trading   Day period   ending one   Trading Day prior to the date the
Conversion   Notice is sent by the   Holder to the   Borrower   via   facsimile   (the
"CONVERSION DATE").   "TRADING PRICE" means, for any security as of any date, the
intraday trading price on the   Over-the-Counter   Bulletin Board (the "OTCBB") as
reported by a reliable   reporting   service mutually   acceptable to and hereafter
designated   by Holders of a majority in   interest of the Notes and the   Borrower
or, if the OTCBB is not the   principal   trading   market for such   security,   the
intraday trading price of such security on the principal   securities exchange or
trading   market   where   such   security   is listed or traded   or, if no   intraday
trading price of such security is available in any of the foregoing manners, the
average of the intraday   trading   prices of any market   makers for such security
that are listed in the "pink sheets" by the National   Quotation Bureau,   Inc. If
the Trading   Price cannot be   calculated   for such   security on such date in the
manner   provided   above,   the Trading   Price   shall be the fair market   value as
mutually determined by the Borrower and the holders of a majority in interest of
the Notes being   converted   for which the   calculation   of the Trading   Price is
required in order to determine the Conversion Price of such Notes. "TRADING DAY"
shall   mean any day on which the   Common   Stock is traded   for any period on the
OTCBB, or on the principal   securities   exchange or other   securities   market on
which the Common Stock is then being traded.   "APPLICABLE PERCENTAGE" shall mean
25%; provided, however, that the Applicable Percentage shall be increased to (i)
30% in the event that the Registration Statement (as defined in the Registration
Rights   Agreement)   is filed on or before   the   Filing   Date (as   defined in the
Registration   Rights   Agreement) and (ii) 40% in the event that the Registration
Statement (as defined in the Registration Rights Agreement) becomes effective on
or before the   Effectiveness   Deadline   (as defined in the   Registration   Rights
Agreement).

                      (B)    CONVERSION    PRICE    DURING    MAJOR    ANNOUNCEMENTS.
Notwithstanding   anything   contained in Section   1.2(a) to the contrary,   in the
event   the   Borrower   (i)   makes   a   public   announcement   that   it   intends   to
consolidate   or merge with any other   corporation   (other than a merger in which
the Borrower is the surviving or continuing corporation and its capital stock is
unchanged)   or sell or transfer   all or   substantially   all of the assets of the
Borrower or (ii) any person,   group or entity (including the Borrower)   publicly

                                        3
<PAGE>

announces a tender offer to purchase 50% or more of the Borrower's   Common Stock
(or any other   takeover   scheme)   (the date of the   announcement   referred to in
clause (i) or (ii) is hereinafter referred to as the "ANNOUNCEMENT   DATE"), then
the Conversion Price shall,   effective upon the Announcement Date and continuing
through the Adjusted   Conversion Price   Termination Date (as defined below),   be
equal to the lower of (x) the Conversion   Price which would have been applicable
for a Conversion occurring on the Announcement Date and (y) the Conversion Price
that would otherwise be in effect.   From and after the Adjusted Conversion Price
Termination   Date, the Conversion Price shall be determined as set forth in this
Section 1.2(a).   For purposes hereof,   "ADJUSTED   CONVERSION   PRICE   TERMINATION
DATE" shall mean,   with respect to any proposed   transaction or tender offer (or
takeover scheme) for which a public announcement as contemplated by this Section
1.2(b) has been made,   the date upon which the   Borrower   (in the case of clause
(i) above) or the   person,   group or entity (in the case of clause   (ii)   above)
consummates or publicly announces the termination or abandonment of the proposed
transaction   or tender   offer (or   takeover   scheme)   which   caused this Section
1.2(b) to become operative.

               1.3     AUTHORIZED   SHARES.   Subject   to   the   completion   of   the
Charter Amendment Actions (as defined in the Purchase   Agreement),   the Borrower
covenants that during the period the conversion right exists,   the Borrower will
reserve from its   authorized   and unissued   Common Stock a sufficient   number of
shares, free from preemptive rights, to provide for the issuance of Common Stock
upon the full conversion of this Note and the other Notes issued pursuant to the
Purchase Agreement. The Borrower is required at all times to have authorized and
reserved   two times the number of shares   that is   actually   issuable   upon full
conversion   of the   Notes   (based   on the   Conversion   Price of the Notes or the
Exercise   Price of the   Warrants   in effect   from time to time)   (the   "RESERVED
AMOUNT"). The Reserved Amount shall be increased from time to time in accordance
with   the   Borrower's   obligations   pursuant   to   Section   4(h) of the   Purchase
Agreement.   The Borrower represents that upon issuance, such shares will be duly
and validly issued, fully paid and non-assessable.   In addition, if the Borrower
shall issue any   securities   or make any change to its capital   structure   which
would   change the number of shares of Common Stock into which the Notes shall be
convertible at the then current Conversion Price, the Borrower shall at the same
time make proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved,   free from preemptive rights,
for conversion of the outstanding   Notes. The Borrower (i) acknowledges   that it
has   irrevocably   instructed   its transfer agent to issue   certificates   for the
Common Stock   issuable upon   conversion   of this Note,   and (ii) agrees that its
issuance of this Note shall constitute full authority to its officers and agents
who are charged with the duty of   executing   stock   certificates   to execute and
issue the necessary   certificates   for shares of Common Stock in accordance with
the terms and conditions of this Note.

                      If, at any time a Holder of this Note   submits a Notice of
Conversion,   and the Borrower does not have   sufficient   authorized but unissued
shares of Common Stock   available to effect such   conversion in accordance   with
the   provisions of this Article I (a "CONVERSION   DEFAULT"),   subject to Section
4.8,   the   Borrower   shall issue to the Holder all of the shares of Common Stock
which are then   available   to effect such   conversion.   The portion of this Note
which the Holder included in its Conversion   Notice and which exceeds the amount
which is then   convertible   into   available   shares of Common Stock (the "EXCESS
AMOUNT") shall,   notwithstanding   anything to the contrary contained herein, not
be convertible into Common

                                       4
<PAGE>

Stock in accordance   with the terms hereof until (and at the Holder's   option at
any time after) the date additional shares of Common Stock are authorized by the
Borrower   to permit   such   conversion,   at which   time the   Conversion   Price in
respect   thereof   shall   be   the   lesser   of (i)   the   Conversion   Price   on the
Conversion   Default Date (as defined below) and (ii) the Conversion Price on the
Conversion   Date   thereafter   elected   by the   Holder   in   respect   thereof.   In
addition,   the Borrower shall pay to the Holder   payments   ("CONVERSION   DEFAULT
PAYMENTS") for a Conversion Default in the amount of (x) the SUM OF (1) the then
outstanding   principal   amount of this Note PLUS (2) accrued and unpaid interest
on the unpaid principal amount of this Note through the   Authorization   Date (as
defined below) PLUS (3) Default Interest,   if any, on the amounts referred to in
clauses (1) and/or (2), MULTIPLIED BY (y) .24, MULTIPLIED BY (z) (N/365),   where
N = the   number of days from the day the holder   submits a Notice of   Conversion
giving rise to a Conversion Default (the "CONVERSION   DEFAULT DATE") to the date
(the   "AUTHORIZATION   DATE") that the Borrower authorizes a sufficient number of
shares of Common Stock to effect   conversion of the full   outstanding   principal
balance of this Note.   The   Borrower   shall use its best   efforts to authorize a
sufficient number of shares of Common Stock as soon as practicable following the
earlier   of (i) such time that the   Holder   notifies   the   Borrower   or that the
Borrower   otherwise   becomes aware that there are or likely will be insufficient
authorized   and   unissued   shares to allow full   conversion   thereof   and (ii) a
Conversion   Default.   The   Borrower   shall   send   notice   to the   Holder   of the
authorization of additional shares of Common Stock, the   Authorization   Date and
the   amount   of   Holder's   accrued   Conversion   Default   Payments.   The   accrued
Conversion   Default   Payments for each   calendar   month shall be paid in cash or
shall be   convertible   into Common   Stock (at such time as there are   sufficient
authorized   shares of Common Stock) at the applicable   Conversion   Price, at the
Borrower's option, as follows:

                      (A) In the event the Borrower   elects to make such payment
in cash,   cash   payment   shall be made to Holder   by the fifth   (5th) day of the
month following the month in which it has accrued; and

                      (B) In the event the Borrower   elects to make such payment
in Common Stock, the Holder may convert such payment amount into Common Stock at
the Conversion   Price (as in effect at the time of conversion) at any time after
the fifth   day of the   month   following   the   month in which it has   accrued   in
accordance   with   the   terms   of this   Article   I (so   long as   there   is then a
sufficient number of authorized shares of Common Stock).

                      The   Borrower's   election   shall be made in writing to the
Holder at any time prior to 6:00 p.m., New York, New York time, on the third day
of the month   following   the month in which   Conversion   Default   payments   have
accrued. If no election is made, the Borrower shall be deemed to have elected to
remit Common   Stock.   Nothing   herein   shall limit the Holder's   right to pursue
actual damages (to the extent in excess of the Conversion   Default Payments) for
the Borrower's   failure to maintain a sufficient   number of authorized shares of
Common   Stock,   and each   holder   shall   have the right to pursue   all   remedies
available at law or in equity (including degree of specific   performance   and/or
injunctive relief).

                                       5
<PAGE>

                1.4     METHOD OF CONVERSION.

                      (A) MECHANICS OF CONVERSION.   Subject to Section 1.1, this
Note may be converted by the Holder in whole or in part at any time from time to
time   after   the Issue   Date,   by (A)   submitting   to the   Borrower   a Notice of
Conversion (by facsimile or other reasonable   means of communication   dispatched
on the   Conversion   Date   prior to 6:00 p.m.,   New York,   New York time) and (B)
subject to Section 1.4(b), surrendering this Note at the principal office of the
Borrower.

                      (B)   SURRENDER   OF NOTE UPON   CONVERSION.   Notwithstanding
anything to the   contrary   set forth   herein,   upon   conversion   of this Note in
accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Borrower unless the entire unpaid principal amount of
this Note is so converted.   The Holder and the Borrower shall   maintain   records
showing the principal   amount so converted and the dates of such   conversions or
shall use such   other   method,   reasonably   satisfactory   to the   Holder and the
Borrower,   so as not to require   physical   surrender of this Note upon each such
conversion.   In the event of any   dispute or   discrepancy,   such   records of the
Borrower   shall be   controlling   and   determinative   in the   absence of manifest
error.   Notwithstanding the foregoing,   if any portion of this Note is converted
as   aforesaid,   the Holder may not   transfer   this Note unless the Holder   first
physically   surrenders   this Note to the   Borrower,   whereupon the Borrower will
forthwith   issue and   deliver   upon the   order of the   Holder a new Note of like
tenor,   registered as the Holder (upon   payment by the Holder of any   applicable
transfer taxes) may request,   representing in the aggregate the remaining unpaid
principal   amount of this Note.   The Holder and any   assignee,   by acceptance of
this Note,   acknowledge   and agree   that,   by reason of the   provisions   of this
paragraph,   following   conversion   of a portion   of this   Note,   the   unpaid and
unconverted   principal   amount of this Note represented by this Note may be less
than the amount stated on the face hereof.

                      (C) PAYMENT OF TAXES.   The Borrower   shall not be required
to pay any tax which may be payable in respect of any   transfer   involved in the
issue and delivery of shares of Common Stock or other   securities or property on
conversion   of this Note in a name   other   than that of the Holder (or in street
name),   and the   Borrower   shall not be   required   to issue or deliver   any such
shares or other   securities   or property   unless and until the person or persons
(other than the Holder or the   custodian in whose street name such shares are to
be held for the Holder's   account)   requesting   the issuance   thereof shall have
paid to the Borrower the amount of any such tax or shall have established to the
satisfaction of the Borrower that such tax has been paid.

                      (D) DELIVERY OF COMMON STOCK UPON CONVERSION. Upon receipt
by the Borrower from the Holder of a facsimile transmission (or other reasonable
means of communication)   of a Notice of Conversion   meeting the requirements for
conversion as provided in this Section 1.4, the Borrower shall issue and deliver
or   cause   to be   issued   and   delivered   to or upon   the   order   of the   Holder
certificates for the Common Stock issuable upon such conversion   within five (5)
business days after such receipt   (and,   solely in the case of conversion of the
entire   unpaid   principal   amount   hereof,   surrender of this Note) (such second
business day being hereinafter referred to as the "DEADLINE") in accordance with
the terms hereof and the Purchase Agreement (including,   without limitation,   in
accordance with the requirements of Section 2(g) of the Purchase   Agreement that
certificates for shares of Common Stock issued on or after the effective date of
the   Registration   Statement   upon   conversion   of this Note   shall not bear any
restrictive legend).

                                        6
<PAGE>

                      (E) OBLIGATION OF BORROWER TO DELIVER   COMMON STOCK.   Upon
receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such   conversion,   the
outstanding   principal   amount and the amount of accrued and unpaid   interest on
this Note shall be reduced to reflect such conversion,   and, unless the Borrower
defaults on its obligations under this Article I, all rights with respect to the
portion of this Note being so converted   shall   forthwith   terminate   except the
right to receive the Common Stock or other securities,   cash or other assets, as
herein provided, on such conversion.   If the Holder shall have given a Notice of
Conversion as provided   herein,   the Borrower's   obligation to issue and deliver
the   certificates   for   Common   Stock   shall   be   absolute   and    unconditional,
irrespective of the absence of any action by the Holder to enforce the same, any
waiver or consent with   respect to any   provision   thereof,   the recovery of any
judgment   against any person or any action to enforce   the same,   any failure or
delay in the   enforcement of any other   obligation of the Borrower to the holder
of record, or any setoff, counterclaim,   recoupment,   limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Borrower,
and   irrespective   of any other   circumstance   which might   otherwise limit such
obligation of the Borrower to the Holder in connection with such conversion. The
Conversion   Date   specified in the Notice of Conversion   shall be the Conversion
Date so long as the Notice of Conversion is received by the Borrower before 6:00
p.m., New York, New York time, on such date.

                      (F) DELIVERY OF COMMON STOCK BY   ELECTRONIC   TRANSFER.   In
lieu of delivering physical certificates   representing the Common Stock issuable
upon conversion,   provided the Borrower's transfer agent is participating in the
Depository   Trust Company ("DTC") Fast Automated   Securities   Transfer   ("FAST")
program,   upon   request   of the Holder and its   compliance   with the   provisions
contained in Section 1.1 and in this   Section   1.4,   the Borrower   shall use its
best efforts to cause its transfer agent to   electronically   transmit the Common
Stock   issuable   upon   conversion   to the   Holder by   crediting   the   account of
Holder's Prime Broker with DTC through its Deposit   Withdrawal   Agent Commission
("DWAC") system.

                      (G) FAILURE TO DELIVER   COMMON   STOCK   PRIOR TO   DEADLINE.
Without   in any way   limiting   the   Holder's   right to   pursue   other   remedies,
including   actual damages   and/or   equitable   relief,   the parties agree that if
delivery of the Common Stock issuable upon   conversion of this Note is more than
two (2) days after the Deadline   (other than a failure due to the   circumstances
described in Section 1.3 above, which failure shall be governed by such Section)
the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond
the Deadline   that the Borrower   fails to deliver such Common   Stock.   Such cash
amount shall be paid to Holder by the fifth day of the month following the month
in which it has accrued   or, at the option of the Holder (by   written   notice to
the Borrower by the first day of the month   following   the month in which it has
accrued),   shall be added to the   principal   amount of this Note, in which event
interest shall accrue thereon in accordance with the terms of this Note and such
additional principal amount shall be convertible into Common Stock in accordance
with the terms of this Note.

               1.5     CONCERNING THE SHARES. The shares of Common Stock issuable
upon   conversion   of this Note may not be sold or   transferred   unless   (i) such
shares are sold pursuant to an effective registration statement under the Act or
(ii) the   Borrower   or its   transfer   agent   shall have been   furnished   with an
opinion   of   counsel   (which   opinion   shall be in   form,   substance   and  

                                        7
<PAGE>

scope   customary   for   opinions of counsel in   comparable   transactions)   to the
effect   that the   shares to be sold or   transferred   may be sold or   transferred
pursuant to an exemption from such registration or (iii) such shares are sold or
transferred   pursuant   to Rule 144 under the Act (or a   successor   rule)   ("RULE
144") or (iv) such shares are   transferred to an "affiliate" (as defined in Rule
144) of the Borrower who agrees to sell or otherwise transfer the shares only in
accordance   with this Section 1.5 and who is an Accredited   Investor (as defined
in the   Purchase   Agreement).   Except   as   otherwise   provided   in the   Purchase
Agreement (and subject to the removal   provisions   set forth below),   until such
time as the shares of Common Stock   issuable   upon   conversion of this Note have
been   registered   under   the   Act as   contemplated   by the   Registration   Rights
Agreement or otherwise may be sold pursuant to Rule 144 without any   restriction
as to the   number   of   securities   as of a   particular   date   that   can   then be
immediately   sold,   each   certificate   for shares of Common Stock   issuable upon
conversion   of   this   Note   that   has   not   been   so   included   in an   effective
registration   statement   or that   has not been   sold   pursuant   to an   effective
registration statement or an exemption that permits removal of the legend, shall
bear a legend substantially in the following form, as appropriate:

         "THE   SECURITIES    REPRESENTED   BY   THIS    CERTIFICATE   HAVE   NOT   BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
         MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION
         OF COUNSEL IN FORM,   SUBSTANCE   AND SCOPE   CUSTOMARY   FOR   OPINIONS   OF
         COUNSEL IN COMPARABLE   TRANSACTIONS,   THAT REGISTRATION IS NOT REQUIRED
         UNDER SAID ACT UNLESS SOLD   PURSUANT TO RULE 144 OR   REGULATION S UNDER
         SAID ACT."

                      The   legend   set   forth   above   shall be   removed   and the
Borrower   shall   issue to the   Holder   a new   certificate   therefor   free of any
transfer legend if (i) the Borrower or its transfer agent shall have received an
opinion of counsel,   in form,   substance   and scope   customary   for   opinions of
counsel in comparable transactions, to the effect that a public sale or transfer
of such   Common   Stock may be made   without   registration   under the Act and the
shares are so sold or transferred, (ii) such Holder provides the Borrower or its
transfer agent with   reasonable   assurances   that the Common Stock issuable upon
conversion of this Note (to the extent such   securities   are deemed to have been
acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case
of the Common Stock   issuable   upon   conversion   of this Note,   such security is
registered   for sale by the Holder   under an   effective   registration   statement
filed under the Act or   otherwise   may be sold   pursuant to Rule 144 without any
restriction as to the number of securities as of a particular date that can then
be   immediately   sold.   Nothing   in this Note   shall   (i)   limit the   Borrower's
obligation under the Registration Rights Agreement or (ii) affect in any way the
Holder's obligations to comply with applicable   prospectus delivery requirements
upon the resale of the securities referred to herein.

               1.6