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

Seattle, Washington

April 29, 2005 $________

FOR VALUE RECEIVED, VERIDICOM INTERNATIONAL, INC., a Delaware

corporation (hereinafter called the "Borrower"), hereby promises to pay to the

order of ________ or registered assigns (the "Holder") the sum of ________

Dollars ($________), payable $________ (the "Monthly Amount") on the first day

of each month commencing on July 29, 2005 (each, a "Repayment Date") with any

unpaid principal balance due on April 29, 2008 (the "Maturity Date"), and to pay

interest on the unpaid principal balance hereof at the rate of ten percent (10%)

(the "Interest Rate") per annum from April 29, 2005 (the "Issue Date") until the

same becomes due and payable, whether at maturity or upon acceleration or by

prepayment or otherwise; provided, however, that on the last business day of

each month after the Issue Date (each, a "Determination Date"), if the Average

Daily Price (as defined herein) of the common stock, $.001 par value per share,

of the Borrower (the "Common Stock") for each day of the month ending on the

applicable Determination Date exceeds one hundred twenty five percent (125%) of

the Initial Market Price (as defined herein), the Interest Rate for such month

shall automatically be reduced to zero percent (0.0%). 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 monthly in arrears. All payments due hereunder

(to the extent not converted into 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

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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 February 25, 2005, 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 Intellectual Security

Agreement, dated February 25, 2005, by and among the Borrower, the Holder and

the other parties thereto (the "IP Security Agreement").

The following terms shall apply to this Note:

ARTICLE I.

CONVERSION REPAYMENT OPTION

1.1 Payment of Monthly Amount in Cash or Common Stock. Subject to

the terms hereof, the Holder shall have the option to elect to accept payment of

the Monthly Amount on each Repayment Date either in cash or in shares of Common

Stock, or a combination of both. Each month by the fifth (5th) business day

prior to each Repayment Date (the "Notice Date"), the Holder shall deliver to

Borrower a written notice in the form of Exhibit B attached hereto electing to

convert the Monthly Amount payable on the next Repayment Date in either cash or

Common Stock, or a combination of both (each, a "Repayment Election Notice"). If

a Repayment Election Notice is not delivered by the Holder on or before the

applicable Notice Date for such Repayment Date, then the Borrower shall pay the

Monthly Amount due on such Repayment Date in cash. Any portion of the Monthly

Amount paid in cash on a Repayment Date, shall be paid to the Holder an amount

equal to the portion of the Monthly Amount due and owing to Holder on the

Repayment Dale. If the Holder converts all or a portion of the Monthly Amount in

shares of Common Stock, the number of such shares to be issued by the Borrower

to the Holder on such Repayment Date shall be the number determined by dividing

(x) the portion of the Monthly Amount to be paid in shares of Common Stock, by

(y) the then applicable Conversion Price.

1.2 Credit Against Monthly Amount. Any amounts converted by the

Holder pursuant to Section 2.1 shall be deemed to constitute payments of

outstanding principal applying to Monthly Amounts for the remaining Repayment

Dates in chronological order.

ARTICLE II. CONVERSION RIGHTS

2.1 Conversion Right. If the average of the Average Daily Prices (as

defined in Section 2.2(a)) for the preceding five (5) trading days is greater

than the Initial Market Price (as defined in Section 2.2(a)), the Holder shall

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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 IV) pursuant to Section 2.6(a) or Article IV, the Optional

Prepayment Amount (as defined in Section 6.1 or any payments pursuant to Section

2.7, each in respect of the remaining outstanding principal amount of this Note

to convert all or any part of the outstanding 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 if an Event of Default

shall have occurred and be continuing, the Holder shall have the right to

convert all or any part of the outstanding principal amount of this Note into

fully paid and non-assessable shares of Common Stock at any time at the

Conversion Price; provided, further 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

2.4 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 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 2.3 and 2.4(g)

hereof or pursuant to Section 2(c) of that certain Registration Rights

Agreement, dated as of February 25, 2005, executed in connection with the

initial issuance of this Note and the other Notes issued on the Issue Date (the

"Registration Rights Agreement").

2.2 Conversion Price.

(a) Calculation of Conversion Price. The Conversion Price

shall be equal to seventy percent (70%) of the Initial Market Price (as defined

herein) (subject, in each case, to equitable adjustments for stock splits, stock

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<PAGE>

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); provided however, that if an Event of Default shall have occurred and

be continuing, the Conversion Price shall be equal to the lesser of (i) fifty

percent (50%) of the Initial Market Price or (ii) the Variable Conversion Price.

The "Initial Market Price" shall mean $1.81. 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

Average Daily Prices (as defined herein) for the Common Stock for the five (5)

days prior to the date the Conversion Notice is sent by the Holder to the

Borrower via facsimile (the "Conversion Date"). "Average Daily Price" means, for

any security as of any date, the price based on the VWAP. "VWAP" shall mean the

daily volume weighted average price of the Common Stock on the principal trading

market for such security as reported by Bloomberg, L.P. using the VWAP function.

If the Average Daily Price cannot be calculated for such security on such date

in the manner provided above, the Average Daily 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 Average

Daily 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 50.0%.

(b) Conversion Price During Major Announcements.

Notwithstanding anything contained in Section 2.2(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

Section 2.2(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

2.2(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

2.2(b) to become operative.

2.3 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

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<PAGE>

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 II (a "Conversion Default"), subject to Section

5.8, 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 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

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<PAGE>

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 II (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).

2.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 2.1, 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 2.4(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

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<PAGE>

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 2.4, 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 two (2)

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).

(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 II, 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.

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(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 2.1 and in this Section 2.4, 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)

days after the Deadline (other than a failure due to the circumstances described

in Section 2.3 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.

2.5 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 2.5 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

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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 ob