CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Grupo Lakas, S.A. a Panamanian corporation (the “ Maker ”), hereby promises to pay to the order of Strategy Holding Company Limited, a Barbados company, including any assignee thereof (the “ Payee ”), the principal sum of Seven Hundred Million United States Dollars ($700,000,000.00), as provided below.

1.   Payments .

(a)   Principal

The principal amount of this Note, together with all accrued and unpaid interest thereon, shall be due and payable on December 15, 2015 (the " Maturity Date ").

(b)   Interest

The Maker also promises to pay interest on the unpaid principal amount of this Note, from the date hereof until paid, at the rate of three percent (3%) per annum, calculated on the basis of a year of 365 day for actual days elapsed. Accrued interest on the unpaid principal amount hereof shall be payable semi-annually, on the last Business Day (as hereinafter defined) of each June and December commencing on June 30, 2006 and on the date on which the principal amount hereof is repaid in full (whether at stated maturity, upon prepayment, upon acceleration or otherwise). If any amount is not paid when due, such unpaid amount shall bear interest, payable on demand, both prior to and following any judgment, from the date such amount became due at a rate equal to seven percent (7%)] per annum.

(c)   Manner of Payment

All payments under this Note shall be made in immediately available funds in lawful money of the United States of America at the office of the Payee located at Sagicor Corporate Centre Widley, St. Michael, Barbados W.I. or such other place as the Payee may direct in writing.

If any payment date for payment of either principal or interest is not a Business Day (as hereinafter defined) then such payment shall be due on the first Business Day which follows. For purposes hereof, “Business Day” shall mean any day excluding Saturday, Sunday, and any day which is a legal holiday under the laws of New York, or is a day on which banking institutions located in such state are required or authorized by law or other governmental action to close.

2.   Voluntary Prepayment By the Maker . The principal amount of this Note may be prepaid, without premium or penalty, in whole or in part, in increments of not less than $100,000, at any time and from time to time on any Business Day, upon not less than five (5) Business Days prior written notice. Any prepayment of the principal amount hereof, whether in part or in whole, shall include accrued interest to the date of prepayment on the principal amount being paid.

3.   Master Investment Agreement; Security; Conversion and Prepayment .

(a)   This Note is made in connection with that certain Master Investment Agreement, dated as of December 14, 2005 (the “Investment Agreement”), among the Maker, the Payee and certain other parties thereto. As collateral security for the full and prompt payment to the Payee of the Maker’s obligations and liabilities under this Note and the Investment Agreement, the Maker is contemporaneously herewith granting to payee a security interest in certain specified collateral, namely, certain Peat Certificates (as such term is defined in the Security Agreement), pursuant to that certain Security Agreement, dated of even date herewith, among the Maker, the Payee and other parties names therein (as the same shall be amended, supplemented or modified from time to time, the “ Security Agreement .”)

(b)   From time to time the Company (and its assigns) shall have the right, in the sole discretion thereof, to convert (the “Conversion Right”) the Peat Certificates and the underlying peat constituting collateral for this Note to proceeds thereof, such proceeds to be applied as a deemed prepayment of the outstanding principal balance of this Note, upon the terms and conditions (including, without limitation, the method of valuation to determine the prepayment amount) set forth in the Investment Agreement.

4.   Set-off . The Maker hereby agrees that, at any time, whether prior to or after the occurrence of an Event of Default (as hereinafter defined), the Payee is hereby authorized, at any time and from time to time, without presentment, demand, protest or other notice of any kind to the Maker or any other Person, any such notice being hereby expressly waived, to set off against and to appropriate and apply to the payment of the amounts due hereunder (whether matured or unmatured), any and all amounts that the Payee is or may be obligated to pay over to the Maker (including, without limitation, against any dividend on, or amount required as payment in respect of redemption of, preferred stock issued by Strategy Holding Company Limited to Maker.)

5.   Representations and Warranties . The Maker represents and warrants to the Payee that:

(a)   Corporate Authority/Due Authorization . The Maker is a company duly incorporated and validly existing under the laws of the Republic of Panama and is duly qualified or licensed as a corporation in each jurisdiction wherein failure to so qualify could not reasonably be expected to have a material adverse effect on (i) the business, operations or conditions (financial or otherwise) of the Maker or the Maker and its subsidiaries taken as a whole or (ii) the ability of the Maker to repay or perform its obligations hereunder. The Maker has the power to execute and deliver and carry out the terms of this Note and has taken all necessary action (including, without limitation, shareholder approval, if necessary) to authorize the execution, delivery and performance of this Note and the performance of its obligations hereunder.

(b)   No Conflict . The Maker’s execution, delivery and performance of its obligations under this Note do not and will not contravene or conflict with any provision of (i) applicable law, rule or regulation (ii) any judgment, decree or order applicable or binding upon the Maker, (iii) the corporate charter or by-laws of the Maker, or (iv) any agreement or instrument binding upon the Maker or upon any assets or property of the Maker for which the Maker has obtained the necessary consent or waiver of the other parties to such agreement or instrument.

(c)   No Default . The Maker is not in default under any agreement or instrument binding upon the Maker or upon any assets or property of the Maker, which default could have a material adverse effect on (i) the business, operations or condition (financial or otherwise) of the Maker or the Maker and its subsidiaries taken as a whole or (ii) the ability of the Maker to repay or perform its obligations hereunder.

(d)   Enforceable Obligation . This Note is the legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms.

(e)   Litigation, Etc. No litigation, arbitration proceedings, governmental proceedings or investigations or r