CALLABLE SECURED CONVERTIBLE NOTE

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

Weston, Florida

December 27, 2006 $358,800

FOR VALUE RECEIVED, CROSS ATLANTIC COMMODITIES, INC., a
Nevada Corporation (hereinafter called the "Borrower"), hereby promises
to pay to the order of AJW Offshore, LTD. or registered assigns (the
"Holder") the sum of $358,800, on December 27, 2009 (the "Maturity
Date"), and to pay interest on the unpaid principal balance hereof at
the rate of eight percent (8%) (the "Interest Rate") per annum from
December 27, 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 provided that no
interest shall be due and payable for any month in which the Trading
Price (as such term is defined below) is greater than $.40 for each
Trading Day (as such term is defined below) of the month. All payments
due hereunder (to the extent not converted into common stock, $.001 par
value per share (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 remain
closed. Each capitalized term used herein, and not otherwise defined,
shall have the meaning ascribed thereto in that certain Securities
Purchase Agreement dated December 27, 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



<PAGE>2

of the Borrower under this Note shall be secured by that certain
Security Agreement and Intellectual Property Security Agreement, each
dated December 27, 2006 by and between the Borrower and the Holder.

The following terms shall apply to this Note:

ARTICLE 1. CONVERSION RIGHTS

1.1 Conversion Right.
----------------

(a) 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 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
4.99% of the outstanding shares of Common Stock and provided further
that the Holder shall not be entitled to convert any portion of this
Note during any month immediately succeeding a Determination Date on
which the Borrower exercises its prepayment option pursuant to Section
5.2 of this Note. 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

<PAGE>3

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 conversion plus (2) at the Borrower's
option, accrued and unpaid interest, if any, on such principal amount
at the interest rates provided in this Note to the Conversion Date,
provided, however, that the Company shall have the right to pay any or
all interest in cash plus (3) at the Borrower's option, 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 December 27, 2006, executed in connection with
the initial issuance of this Note and the other Notes issued on the
Issue Date (the "Registration Rights Agreement"). The term
"Determination Date" means the last business day of each month after
the Issue Date.

(b) Notwithstanding anything contained in Section 1.1(a)
to the contrary, the Holder shall not be permitted 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 and shall not
submit a conversion notice to the Borrower during any thirty (30) day
period (the "Stay Period") in which: (i) the trailing volume weighted
average price of the Common Stock for the thirty (30) Trading Days
prior to the Stay Period is below the Initial Market Price, (ii) there
is no Event of Default which has not been cured prior to the Stay
Period and (iii) the Borrower has paid the Investors under the Notes
issued pursuant to the Purchase Agreement an aggregate of $80,000 in
connection with such Stay Period. During the Stay Period, the Borrower
shall have the right not to honor any conversion notices received from
the Holder.

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, or
applicable trading market (the "OTCBB") as reported by a reliable
reporting service ("Reporting Service") mutually acceptable to Borrower

<PAGE>4

and Holder 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 50%; provided, however, that the
Applicable Percentage shall be increased to (i) 55% 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 in
the Registration Rights Agreement) and (ii) 60% 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). In addition, the
Holder agrees that it will limit all of its conversions to no more than
the greater of (1) $75,000 per calendar month; or (2) the average daily
dollar volume calculated during the ten (10) business days prior to a
conversion multiplied by the number of trading days of that calendar
month, per conversion.

(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 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)

<PAGE>5

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.
------------------ 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 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

<PAGE>6

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 Holder elects to take 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 Holder elects to take 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 Holder's election shall be made in writing to the
Borrower 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 Holder
shall be deemed to have elected to receive cash. 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).

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

<PAGE>7

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 three (3) 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)

<PAGE>8

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).

(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 three (3) business 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

<PAGE>9

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 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