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
