SENIOR CONVERTIBLE NOTE

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EXHIBIT 4.2

[FORM OF SENIOR CONVERTIBLE NOTE]

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE

NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE

STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,

TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

(B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS

NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE

144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING

ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD

CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(III) AND 16

HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE

SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET

FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(III) OF THIS NOTE. UNLESS

PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES

SHALL NOT TRADE THE SECURITIES BEFORE AUGUST 16, 2005.

GOLDEN STAR RESOURCES LTD.

SENIOR CONVERTIBLE NOTE

Issuance Date: April 15, 2005 Principal: U.S. $50,000,000

FOR VALUE RECEIVED, GOLDEN STAR RESOURCES LTD., a Canadian corporation

(the "COMPANY"), hereby promises to pay to the order of AMARANTH LLC or its

registered assigns ("HOLDER") the amount set out above as the Principal (as

reduced pursuant to the terms hereof pursuant to redemption, conversion or

otherwise, the "PRINCIPAL") when due, whether upon the Maturity Date (as defined

below), acceleration, redemption or otherwise (in each case in accordance with

the terms hereof) and to pay interest ("INTEREST") on any outstanding Principal

at the rate of 6.85% per annum, subject to adjustment pursuant to Section 2 (the

"INTEREST RATE"), from the date set out above as the Issuance Date (the

"ISSUANCE DATE") until the same becomes due and payable, whether upon an

Interest Date (as defined below), the Maturity Date, acceleration, conversion,

redemption or otherwise (in each case in accordance with the terms hereof). This

Senior Convertible Note (including all Senior Convertible Notes issued in

exchange, transfer or replacement hereof, this "NOTE") is one of an issue of

Senior Convertible Notes (collectively, the "NOTES" and such other Senior

Convertible Notes, the

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"OTHER NOTES") issued on the Issuance Date pursuant to

the Securities Purchase Agreement (as defined below). Certain capitalized terms

are defined in Section 27.

(1) MATURITY. On the Maturity Date, the Holder shall surrender

this Note to the Company and the Company shall pay to the Holder an amount

representing all outstanding Principal, accrued and unpaid Interest and accrued

and unpaid Late Charges, if any, in accordance with Section 10 hereof. The

"MATURITY DATE" shall be April 15, 2009, as may be extended at the option of the

Holder (i) in the event that, and for so long as, an Event of Default (as

defined in Section 4(a)) shall have occurred and be continuing or any event

shall have occurred and be continuing which with the passage of time and the

failure to cure would result in an Event of Default or (ii) through the date

that is ten days after the consummation of a Change of Control in the event that

a Change of Control is publicly announced or a Change of Control Notice (as

defined in Section 5(b)) is delivered prior to the Maturity Date.

(2) INTEREST; INTEREST RATE. Interest on this Note shall commence

accruing on the Issuance Date and shall be computed on the basis of a 365-day

year and actual days elapsed and shall be payable in arrears semi-annually on

each June 30 and December 31 and on the Maturity Date during the period

beginning on the Issuance Date and ending on, and including, the Maturity Date

(each, an "INTEREST DATE") with the first Interest Date being June 30, 2005.

Interest shall be payable on each Interest Date in cash. ]. From and after the

occurrence of an Event of Default, the Interest Rate shall be increased to

twelve percent (12%). In the event that such Event of Default is subsequently

cured, the adjustment referred to in the preceding sentence shall cease to be

effective as of the date of such cure; provided that the Interest as calculated

at such increased rate during the continuance of such Event of Default shall

continue to apply to the extent relating to the days after the occurrence of

such Event of Default through and including the date of cure of such Event of

Default. For the avoidance of doubt, no compensation or gross-up payment by the

Company will be made in respect of Canadian withholding taxes on payments of

Interest to the Holder.

(3) CONVERSION OF NOTES. This Note shall be convertible into

common shares of the Company, no par value per share (the "COMMON STOCK"), on

the terms and conditions set forth in this Section 3.

(a) Conversion Right. Subject to the provisions of Section

3(d), at any time or times on or after the Issuance Date, the Holder shall be

entitled to convert any portion of the outstanding and unpaid Conversion Amount

(as defined below) into fully paid and nonassessable shares of Common Stock in

accordance with Section 3(c), at the Conversion Rate (as defined below). Upon

any conversion, the Company shall pay in cash to the Holder any accrued and

unpaid Interest and Late Charges on such Conversion Amount. The Company shall

not issue any fraction of a share of Common Stock upon any conversion. If the

issuance would result in the issuance of a fraction of a share of Common Stock,

the Company shall round such fraction of a share of Common Stock to the nearest

whole share. The Company shall pay any and all taxes that may be payable with

respect to the issuance and delivery of Common Stock upon conversion of any

Conversion Amount.

(b) Conversion Rate. The number of shares of Common Stock

issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall

be

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determined by dividing (x) such Conversion Amount by (y) the Conversion Price

(the "CONVERSION RATE").

(i) "CONVERSION AMOUNT" means the portion of the Principal to be

converted, redeemed or otherwise with respect to which this determination

is being made.

(ii) "CONVERSION PRICE" means, as of any Conversion Date (as defined

below) or other date of determination, $4.50, subject to adjustment as

provided herein.

(c) Mechanics of Conversion.

(i) Optional Conversion. To convert any Conversion Amount into shares of

Common Stock on any date (a "CONVERSION DATE"), the Holder shall (A)

transmit by facsimile (or otherwise deliver), for receipt on or prior to

11:59 p.m., New York Time, on such date, a copy of an executed notice of

conversion in the form attached hereto as Exhibit I (the "CONVERSION

NOTICE") to the Company and (B) if required by Section 3(c)(iii),

surrender this Note to a common carrier for delivery to the Company as

soon as practicable on or following such date (or an indemnification

undertaking with respect to this Note in the case of its loss, theft or

destruction). On or before the second Business Day following the date of

receipt of a Conversion Notice, the Company shall transmit by facsimile a

confirmation of receipt of such Conversion Notice to the Holder and the

Company's transfer agent (the "TRANSFER AGENT"). On or before the third

Business Day following the date of receipt of a Conversion Notice (the

"SHARE DELIVERY DATE"), the Company shall (i) (X) credit such aggregate

number of shares of Common Stock to which the Holder shall be entitled to

the Holder's or its designee's balance account with Depository Trust

Company ("DTC") through its Deposit Withdrawal Agent Commission system or

(Y) if the Transfer Agent is not participating in the DTC Fast Automated

Securities Transfer Program, (ii) issue and deliver to the address as

specified in the Conversion Notice, a certificate, registered in the name

of the Holder or its designee, for the number of shares of Common Stock to

which the Holder shall be entitled and (iii) deliver to the Holder an

amount of cash equal to any accrued and unpaid Interest and Late Charges

on such Conversion Amount. If this Note is physically surrendered for

conversion as required by Section 3(c)(iii) and the outstanding Principal

of this Note is greater than the Principal portion of the Conversion

Amount being converted, then the Company shall as soon as practicable and

in no event later than three (3) Business Days after receipt of this Note

and at its own expense, issue and deliver to the Holder a new Note (in

accordance with Section 17(d)) representing the outstanding Principal not

converted. This Note or any portion thereof surrendered for conversion

shall thereupon be deemed cancelled. The Person or Persons entitled to

receive the shares of Common Stock issuable upon a conversion of this Note

shall be treated for all purposes as the record holder or holders of such

shares of Common Stock on the Conversion Date.

(ii) Company's Failure to Timely Convert. If the Company shall fail to

issue a certificate to the Holder or credit the Holder's balance account

with DTC for the number of shares of Common Stock to which the Holder is

entitled upon conversion of any Conversion Amount on or prior to the date

which is five Business Days after the Conversion Date (a "CONVERSION

FAILURE"), then (A) the Company shall pay damages to

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the Holder for each day of such Conversion Failure in an amount equal to

1.0% of the product of (I) the sum of the number of shares of Common Stock

not issued to the Holder on or prior to the Share Delivery Date and to

which the Holder is entitled, and (II) the Closing Sale Price of the

Common Stock on the Share Delivery Date and (B) the Holder, upon written

notice to the Company, may void its Conversion Notice with respect to, and

retain or have returned, as the case may be, any portion of this Note that

has not been converted pursuant to such Conversion Notice; provided that

the voiding of a Conversion Notice shall not affect the Company's

obligations to make any payments which have accrued prior to the date of

such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to

the foregoing, if within three (3) Trading Days after the Company's

receipt of the facsimile copy of a Conversion Notice the Company shall

fail to issue and deliver a certificate to the Holder or credit the

Holder's balance account with DTC for the number of shares of Common Stock

to which the Holder is entitled upon the Holder's conversion of any

Conversion Amount, and if on or after such Trading Day the Holder

purchases (in an open market transaction or otherwise) Common Stock to

deliver in satisfaction of a sale by the Holder of Common Stock issuable

upon such conversion that the Holder anticipated receiving from the

Company (a "BUY-IN"), then the Company shall, within three (3) Business

Days after the Holder's request and in the Holder's discretion, either (i)

pay cash to the Holder in an amount equal to the Holder's total purchase

price (including brokerage commissions and other out-of-pocket expenses,

if any) for the shares of Common Stock so purchased (the "BUY-IN PRICE"),

at which point the Company's obligation to deliver such certificate (and

to issue such Common Stock) shall terminate, or (ii) promptly honor its

obligation to deliver to the Holder a certificate or certificates

representing such Common Stock and pay cash to the Holder in an amount

equal to the excess (if any) of the Buy-In Price over the product of (A)

such number of shares of Common Stock times (B) the Closing Bid Price on

the Conversion Date.

(iii) Book-Entry. Notwithstanding anything to the contrary set forth

herein, upon conversion of any portion of this Note in accordance with the

terms hereof, the Holder shall not be required to physically surrender

this Note to the Company unless (A) the full Conversion Amount represented

by this Note is being converted or (B) the Holder has provided the Company

with prior written notice (which notice may be included in a Conversion

Notice) requesting physical surrender and reissue of this Note. The Holder

and the Company shall maintain records showing the Principal, Interest and

Late Charges converted and the dates of such conversions or shall use such

other method, reasonably satisfactory to the Holder and the Company, so as

not to require physical surrender of this Note upon conversion.

(iv) Pro Rata Conversion; Disputes. In the event that the Company

receives a Conversion Notice from more than one holder of Notes for the

same Conversion Date and the Company can convert some, but not all, of

such portions of the Notes submitted for conversion, the Company, subject

to Section 3(d), shall convert from each holder of Notes electing to have

Notes converted on such date a pro rata amount of such holder's portion of

its Notes submitted for conversion based on the principal amount of Notes

submitted for conversion on such date by such holder relative to the

aggregate principal amount of all Notes submitted for conversion on such

date. In the event of a dispute as to the number of shares of Common Stock

issuable to the Holder in connection with a

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conversion of this Note, the Company shall issue to the Holder the number

of shares of Common Stock not in dispute and resolve such dispute in

accordance with Section 22.

(d) Limitations on Conversions.

The Company shall not be obligated to issue any shares of Common

Stock upon conversion of this Note if the issuance of such shares of Common

Stock would exceed that number of shares of Common Stock which the Company may

issue upon conversion of the Notes without breaching the Company's obligations

under the rules or regulations of the Principal Market (the "EXCHANGE CAP"),

except that such limitation shall not apply in the event that the Company (A)

obtains the approval of its stockholders as required by the applicable rules of

the Principal Market for issuances of Common Stock in excess of such amount or

(B) obtains a written opinion from outside counsel to the Company that such

approval is not required, which opinion shall be reasonably satisfactory to the

Required Holders. Until such approval or written opinion is obtained, no

purchaser of the Notes pursuant to the Securities Purchase Agreement (the

"PURCHASERS") shall be issued, upon conversion of Notes, shares of Common Stock

in an amount greater than the product of the Exchange Cap multiplied by a

fraction, the numerator of which is the principal amount of Notes issued to such

Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and

the denominator of which is the aggregate principal amount of all Notes issued

to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance

Date (with respect to each Purchaser, the "EXCHANGE CAP ALLOCATION"). In the

event that any Purchaser shall sell or otherwise transfer any of such

Purchaser's Notes, the transferee shall be allocated a pro rata portion of such

Purchaser's Exchange Cap Allocation, and the restrictions of the prior sentence

shall apply to such transferee with respect to the portion of the Exchange Cap

Allocation allocated to such transferee. In the event that any holder of Notes

shall convert all of such holder's Notes into a number of shares of Common Stock

which, in the aggregate, is less than such holder's Exchange Cap Allocation,

then the difference between such holder's Exchange Cap Allocation and the number

of shares of Common Stock actually issued to such holder shall be allocated to

the respective Exchange Cap Allocations of the remaining holders of Notes on a

pro rata basis in proportion to the aggregate principal amount of the Notes then

held by each such holder.

(4) RIGHTS UPON EVENT OF DEFAULT.

(a) Event of Default. Each of the following events shall

constitute an "EVENT OF DEFAULT":

(i) the failure of the applicable Registration Statement required to be

filed pursuant to the Registration Rights Agreement to be declared

effective by the SEC on or prior to the date that is 60 days after the

applicable Effectiveness Deadline (as defined in the Registration Rights

Agreement), or, while the applicable Registration Statement is required to

be maintained effective pursuant to the terms of the Registration Rights

Agreement, the effectiveness of the applicable Registration Statement

lapses for any reason (including, without limitation, the issuance of a

stop order) or is unavailable to any holder of the Notes for sale of all

of such holder's Registrable Securities (as defined in the Registration

Rights Agreement) in accordance with the terms of the Registration Rights

Agreement, and such lapse or unavailability continues for a period of ten

(10)

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consecutive days or for more than an aggregate of thirty (30) days in any

365-day period (other than days during an Allowable Grace Period (as

defined in the Registration Rights Agreement));

(ii) the suspension from trading or failure of the Common Stock to be

listed on the Principal Market or an Eligible Market for a period of five

consecutive days or for more than an aggregate of seven Trading Days in

any 365-day period;

(iii) the Company's (A) failure to cure a Conversion Failure by delivery

of the required number of shares of Common Stock within ten (10) Business

Days after the applicable Conversion Date or (B) notice, written or oral,

to any holder of the Notes, including by way of public announcement or

through any of its agents, at any time, of its intention not to comply

with a request for conversion of any Notes into shares of Common Stock

that is tendered in accordance with the provisions of the Notes, except

where such noncompliance is in accordance with Section 3(d) hereof;

(iv) intentionally deleted;

(v) the Company's failure to pay to the Holder any amount of Principal,

Interest, Late Charges or other amounts when and as due under this Note or

any other Transaction Document (as defined in the Securities Purchase

Agreement), except, in the case of a failure to pay amounts other than

Principal when and as due, in which case only if such failure continues

for a period of at least three Business Days;

(vi) any default under, redemption of or acceleration prior to maturity

of any Indebtedness (as defined below) of the Company or any of its

Subsidiaries (as defined in Section 3(a) of the Securities Purchase

Agreement) with an unpaid principal amount in excess of $1,000,000 at the

time of such acceleration other than with respect to any Other Notes;

(vii) the Company or any of its Subsidiaries, pursuant to or within the

meaning of Title 11, U.S. Code, or any similar Federal, foreign or state

law for the relief of debtors (collectively, "BANKRUPTCY LAW"), (A)

commences a voluntary case, (B) consents to the entry of an order for

relief against it in an involuntary case, (C) consents to the appointment

of a receiver, trustee, assignee, liquidator or similar official (a

"CUSTODIAN"), (D) makes a general assignment for the benefit of its

creditors or (E) admits in writing that it is generally unable to pay its

debts as they become due;

(viii) a court of competent jurisdiction enters an order or decree under

any Bankruptcy Law that (A) is for relief against the Company or any of

its Subsidiaries in an involuntary case not dismissed within 60 days, (B)

appoints a Custodian of the Company or any of its Subsidiaries or (C)

orders the liquidation of the Company or any of its Subsidiaries;

(ix) a final judgment or judgments for the payment of money aggregating

in excess of $1,000,000 are rendered against the Company or any of its

Subsidiaries and which judgments are not, within 60 days after the entry

thereof, bonded, discharged or stayed pending appeal, or are not

discharged within 60 days after the expiration of such stay; provided,

however, that any judgment which is covered by insurance or an indemnity

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from a credit worthy party shall not be included in calculating the

$1,000,000 amount set forth above so long as the Company provides the

Holder a written statement from such insurer or indemnity provider (which

written statement shall be reasonably satisfactory to the Holder) to the

effect that such judgment is covered by insurance or an indemnity and the

Company will receive the proceeds of such insurance or indemnity within 30

days of the issuance of such judgment;

(x) the Company materially breaches any material representation,

warranty, covenant or other term or condition of any Transaction Document,

except, in the case of a breach of a covenant or other term or condition

which is curable, only if such breach continues for a period of at least

thirty (30) consecutive days after notice thereof by a Holder to the

Company; or

(xi) any Event of Default (as defined in the Other Notes) occurs with

respect to any Other Notes.

(b) Redemption Right Upon Event of Default. Promptly after

becoming aware of the occurrence of an Event of Default or any breach requiring

notice from the Holder pursuant to Section 4(a)(x) with respect to this Note or

any Other Note, the Company shall deliver written notice thereof via facsimile

and overnight courier (an "EVENT OF DEFAULT NOTICE") to the Holder. At any time

after the earlier of the Holder's receipt of an Event of Default Notice and the

Holder becoming aware of an Event of Default, or, in the case of a breach of

Section 4(a)(x), after the date that is thirty (30) consecutive days after

notice thereof from the Holder to the Company, the Holder may require the

Company to redeem all or any portion of this Note by delivering written notice

thereof (the "EVENT OF DEFAULT REDEMPTION NOTICE") to the Company, which Event

of Default Redemption Notice shall indicate the portion of this Note the Holder

is electing to redeem. Each portion of this Note subject to redemption by the

Company pursuant to this Section 4(b) shall be redeemed by the Company at a

price equal to the greater of (i) the product of (x) the sum of the Conversion

Amount to be redeemed and accrued and unpaid Interest and Late Charges thereon

and (y) the Event of Default Redemption Premium and (ii) the product of (A) the

Conversion Rate with respect to such Conversion Amount in effect at such time as

the Holder delivers an Event of Default Redemption Notice and (B) the Closing

Sale Price of the Common Stock on the date immediately preceding such Event of

Default (the "EVENT OF DEFAULT REDEMPTION PRICE"). Redemptions required by this

Section 4(b) shall be made in accordance with the provisions of Section 12.

(5) RIGHTS UPON FUNDAMENTAL TRANSACTION AND CHANGE OF CONTROL.

(a) Assumption. The Company shall not enter into or be party

to a Fundamental Transaction unless (i) the Successor Entity assumes in writing

all of the obligations of the Company under this Note and the other Transaction

Documents in accordance with the provisions of this Section 5(a) pursuant to

written agreements in form and substance satisfactory to the Required Holders

and approved by the Required Holders prior to such Fundamental Transaction,

including agreements to deliver to each holder of Notes in exchange for such

Notes a security of the Successor Entity evidenced by a written instrument

substantially similar in form and substance to the Notes, including, without

limitation, having a principal

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amount and interest rate equal to the principal amounts and the interest rates

of the Notes held by such holder and having similar ranking to the Notes, and

satisfactory to the Required Holders and (ii) the Successor Entity (including

its Parent Entity) is a publicly traded corporation whose common stock is quoted

on or listed for trading on an Eligible Market. Upon the occurrence of any

Fundamental Transaction, the Successor Entity shall succeed to, and be

substituted for (so that from and after the date of such Fundamental

Transaction, the provisions of this Note referring to the "Company" shall refer

instead to the Successor Entity), and may exercise every right and power of the

Company and shall assume all of the obligations of the Company under this Note

with the same effect as if such Successor Entity had been named as the Company

herein. Upon consummation of the Fundamental Transaction, the Successor Entity

shall deliver to the Holder confirmation that there shall be issued upon

conversion or redemption of this Note at any time after the consummation of the

Fundamental Transaction, in lieu of the shares of the Company's Common Stock (or

other securities, cash, assets or other property) purchasable upon the

conversion or redemption of the Notes prior to such Fundamental Transaction,

such shares of stock of the Successor Entity, securities, cash, assets or any

other property whatsoever (including warrants or other purchase or subscription

rights) which the Holder would have been entitled to receive upon the happening

of such Fundamental Transaction had this Note been converted immediately prior

to such Fundamental Transaction, as adjusted in accordance with the provisions

of this Note. The provisions of this Section shall apply similarly and equally

to successive Fundamental Transactions and shall be applied without regard to

any limitations on the conversion or redemption of this Note.

(b) Redemption Right Upon a Change of Control. No sooner

than 15 days nor later than 10 days prior to the consummation of a Change of

Control, but not prior to the public announcement of such Change of Control, the

Company shall deliver written notice thereof via facsimile and overnight courier

to the Holder (a "CHANGE OF CONTROL NOTICE"). Such Change of Control Notice

shall also indicate (i) that, subject to the conditions set forth in Section 9,

a Additional Shares are required to be issued by the Company upon any conversion

by the Holder in connection with a Change of Control, (ii) if applicable,

whether such Additional Shares are to be issued pursuant to Section 9 or shall

be paid in cash and (iii) if Additional Shares are to be issued in shares of

Common Stock that the Equity Conditions are satisfied as of the date of such

notice. In the event that the Company fails to deliver a Change of Control

Notice, the date of such notice shall be deemed to be the later of (i) the date

that is 10 days prior to the consummation of a Change of Control and (ii) the

date of the public announcement thereof.

(c) At any time during the period beginning after the

Holder's receipt of a Change of Control Notice and ending on the date that is

thirty Trading Days after the date of the consummation of such Change of Control

("CHANGE OF CONTROL REDEMPTION/CONVERSION PERIOD"), the Holder may require the

Company to redeem all or any portion of this Note by delivering written notice

thereof ("CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of

Control Redemption Notice shall indicate the Conversion Amount the Holder is

electing to redeem. The portion of this Note that the Holder specifies to be

redeemed pursuant to this Section 5 shall be redeemed by the Company at a price

equal to 101% of the sum of the Conversion Amount being redeemed and accrued and

unpaid Interest and Late Charges thereon (the "CHANGE OF CONTROL REDEMPTION

PRICE"). Redemptions required by this Section 5 shall be made in accordance with

the provisions of Section 12 and shall have priority to payments to

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shareholders in connection with a Change of Control. Notwithstanding anything to

the contrary in this Section 5, until the Change of Control Redemption Price

(together with any interest thereon) is paid in full, the Conversion Amount

submitted for redemption under this Section 5(b) (together with any interest

thereon) may be converted, in whole or in part, by the Holder into Common Stock,

or in the event the Conversion Date is after the consummation of the Change of

Control, shares of stock or equity interests of the Successor Entity

substantially equivalent to the Company's Common Stock pursuant to Section 3.

(d) Other Corporate Events. In addition to and not in

substitution for any other rights hereunder, prior to the consummation of any

Fundamental Transaction pursuant to which holders of shares of Common Stock are

entitled to receive securities or other assets with respect to or in exchange

for shares of Common Stock (a "CORPORATE EVENT"), the Company shall make

appropriate provision to ensure that the Holder will thereafter have the right

to receive upon a conversion of this Note, (i) in addition to the shares of

Common Stock receivable upon such conversion, such securities or other assets to

which the Holder would have been entitled with respect to such shares of Common

Stock had such shares of Common Stock been held by the Holder upon the

consummation of such Corporate Event (without taking into account any

limitations or restrictions on the convertibility of this Note) or (ii) in lieu

of the shares of Common Stock otherwise receivable upon such conversion, such

securities or other assets received by the holders of shares of Common Stock in

connection with the consummation of such Corporate Event in such amounts as the

Holder would have been entitled to receive had this Note initially been issued

with conversion rights for the form of such consideration (as opposed to shares

of Common Stock) and at a conversion rate for such consideration commensurate

with the Conversion Rate. Provision made pursuant to the preceding sentence

shall be in a form and substance satisfactory to the Required Holders. The

provisions of this Section shall apply similarly and equally to successive

Corporate Events and shall be applied without regard to any limitations on the

conversion or redemption of this Note.

(6) ADJUSTMENT OF CONVERSION PRICE .

(a) Subject at all times to the restrictions set forth in

Section 14, the Conversion Price shall be adjusted from time to time by the

Company as follows:

(i) In case the Company shall (A) pay a dividend on

its Common Stock in shares of Common Stock, (B) make a distribution on its

Common Stock in shares of Common Stock, (C) subdivide its outstanding

Common Stock into a greater number of shares, or (D) combine its

outstanding Common Stock into a smaller number of shares, the Conversion

Price in effect immediately prior thereto shall be adjusted so that the

Holder of any Note thereafter surrendered for conversion shall be entitled

to receive that number of shares of Common Stock which it would have owned

had such Note been converted immediately prior to the happening of such

event. An adjustment made pursuant to this subsection (i) shall become

effective immediately after the record date in the case of a dividend or

distribution and shall become effective immediately after the effective

date in the case of a subdivision or combination.

(ii) In case the Company shall issue rights, options or

warrants to all or substantially all holders of its Common Stock entitling

them (for a period of not

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more than 60 days after such issuance) to subscribe for or purchase shares

of Common Stock (or securities convertible into or exercisable or

exchangeable for Common Stock) at a price per share (or having a

conversion, exercise or exchange price per share) less than the Current

Market Price (as defined in Section 6(a)(vi)) per share of Common Stock on

the record date for the determination of stockholders entitled to receive

such rights, options or warrants (or if no record date is fixed, the

Business Day immediately prior to the date of announcement of such

issuance) (treating the conversion, exercise or exchange price per share

of the securities convertible into or exercisable or exchangeable for

Common Stock as equal to (x) the sum of (i) the price for a unit of the

security convertible into or exercisable or exchangeable for Common Stock

and (ii) any additional consideration initially payable upon the

conversion of such security into or exercise or exchange of such security

for Common Stock divided by (y) the number of shares of Common Stock

initially underlying such security), the Conversion Price in effect

immediately prior thereto shall be adjusted so that the same shall equal

the rate determined by multiplying the Conversion Price in effect

immediately prior to such record date by a fraction of which:

(A) the numerator shall be the number of shares of

Common Stock outstanding on the close of business on such record date with

respect to such issuance (or if no record date is fixed, the date

immediately prior to the date of announcement of such issuance), plus the

number of shares which the aggregate subscription or purchase price for

the total number of shares of Common Stock underlying the rights options,

or warrants so issued (or the aggregate conversion, exercise or exchange

price of the securities so offered) would purchase at the Current Market

Price of the Common Stock on such record date; and

(B) the denominator shall be the number of shares

of Common Stock outstanding at the close of business on the record date

with respect to such issuance (or if no such record date is fixed, the

date immediately prior to the date of announcement of such issuance), plus

the total number of additional shares of Common Stock underlying the

rights, options or warrants so issued.

Such adjustment shall be made successively whenever any such

rights, options or warrants are issued, and shall become effective

immediately after such record date. If at the end of the period during

which such rights or warrants are exercisable not all rights or warrants

shall have been exercised, the adjusted Conversion Price shall be

immediately readjusted to what it would have been based upon the number of

additional shares of Common Stock actually issued (or the number of shares

of Common Stock issuable upon conversion of convertible securities

actually issued).

(iii) (1) In case the Company shall distribute to all or

substantially all holders of its Common Stock any shares of capital stock

of the Company (other than Common Stock), evidences of indebtedness or

other non-cash assets (including securities of any person other than the

Company but excluding (A) dividends or distributions paid exclusively in

cash or (B) dividends or distributions referred to in subsection (iii) of

this Section 6(a)), or shall distribute to all or substantially all

holders of its Common Stock rights or warrants to subscribe for or

purchase any of its securities

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(excluding those rights and warrants referred to in subsection (ii) of

this Section 6(a)) and also excluding the distribution of rights to all

holders of Common Stock pursuant to a Rights Plan (as defined below)),

then in each such case the Conversion Price shall be adjusted so that the

same shall equal the rate determined by multiplying the current Conversion

Price by a fraction of which:

(A) the numerator shall be the Current Market

Price per share of the Common Stock on such record date; less the fair

market value on such record date (as determined in good faith by the board

of directors of the Company) of the portion of the distributed assets

(other than cash) so distributed applicable to one share of Common Stock

(determined on the basis of the number of shares of Common Stock

outstanding on the record date); and

(B) the denominator shall be such Current Market

Price on such record date.

Such adjustment shall be made successively whenever any such

distribution is made and shall become effective immediately after the

record date for the determination of stockholders entitled to receive such

distribution.

(2) In the event the then fair market value (as so

determined) of the portion of the capital stock, evidences of indebtedness

or other non-cash assets so distributed or of such rights or warrants

applicable to one share of Common Stock is equal to or greater than the

Current Market Price per share of the Common Stock on such record date, in

lieu of the foregoing adjustment, adequate provision shall be made prior

to the time the foregoing adjustment could otherwise be made in a writing

delivered to the Holders so that each Holder of a Note shall have the

right to receive upon conversion the amount of capital stock, evidences of

indebtedness or other non-cash assets so distributed or of such rights or

warrants such Holder would have received had such holder converted each

Note on such record date. In the event that such dividend or distribution

is not so paid or made, the Conversion Price shall again be adjusted to be

the Conversion Price which would then be in effect if such dividend or

distribution had not been declared. If the board of directors of the

Company determines the fair market value of any distribution for purposes

of this Section 6(a)(iii) by reference to the actual or when issued

trading market for any securities, it must in doing so consider the prices

in such market over the same period used in computing the Current Market

Price of the Common Stock.

Notwithstanding the foregoing, if the securities distributed

by the Company to all or substantially all holders of its Common Stock

consist of capital stock of, or similar equity interests in, a Subsidiary

or other business unit, the Conversion Price shall be adjusted so that the

same shall be equal to the rate determined by multiplying the Conversion

Price in effect on the record date with respect to such distribution by a

fraction of which:

(A) the numerator shall be the arithmetic average of

the Closing Sale Prices of one share of Common Stock over the ten

consecutive Trading Day period (the "SPINOFF VALUATION PERIOD") commencing

on and including the fifth Trading Day

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after the date on which "ex-dividend trading" commences on the Common

Stock on the Principal Market or such other national or regional exchange

or market on which the Common Stock is then listed or quoted; and

(B) the denominator shall be the sum of (x) the

arithmetic average of the Closing Sale Prices of one share of Common Stock

over the Spinoff Valuation Period and (y) the arithmetic average of the

Closing Sale Prices over the Spinoff Valuation Period of the portion of

the securities so distributed applicable to one share of Common Stock,

such adjustment to become effective immediately prior to the opening of

business on the fifteenth Trading Day after the date on which "ex-dividend

trading" commences.

In lieu of the foregoing, the Company may at the time of the

public announcement of such distribution elect in a writing provided to

the Holders to reserve the pro rata portion of such Notes so that each

Holder of securities shall have the right to receive upon conversion the

amount of such shares of capital stock or similar equity interests of such

Subsidiary or business unit that such Holder would have received if such

Holder had converted such Notes on the record date with respect to such

distribution.

(3) With respect to any rights (the "RIGHTS") that may be

issued or distributed pursuant to any rights plan of the Company (any

Rights that may be issued pursuant to any rights plan being referred to

as, a "RIGHTS PLAN"), upon conversion of the Notes into Common Stock, to

the extent that such Rights Plan is in effect upon such conversion, the

holders of Notes will receive, in addition to the Common Stock, the Rights

described therein (whether or not the Rights have separated from the

Common Stock at the time of conversion), subject to the limitations set

forth in any such Rights Plan. If the Rights Plan provides that upon

separation of rights under such plan from the Common Stock that the

Holders would not be entitled to receive any such rights in respect of the

Common Stock issuable upon conversion of the Notes, the Conversion Price

will be adjusted as provided in this Section 6(a) (with such separation

deemed to be the distribution of such rights), subject to readjustment in

the event of the expiration, termination or redemption of the rights. Any

distribution of rights or warrants pursuant to a Rights Plan complying

with the requirements set forth in the immediately preceding sentence of

this paragraph shall not constitute a distribution of rights or warrants

pursuant to this Section 6(a)(iii).

(4) Rights, options or warrants (other than rights issued

pursuant to a Rights Plan) distributed by the Company to all or

substantially all holders of Common Stock entitling the holders thereof to

subscribe for or purchase shares of the Company's capital stock (either

initially or under certain circumstances), which rights, options or

warrants, until the occurrence of a specified event or events ("TRIGGER

EVENT"): (i) are deemed to be transferred with such shares of Common

Stock; (ii) are not exercisable; and (iii) are also issued in respect of

future issuances of Common Stock (including issuances of Common Stock upon

conversion of the Notes), shall be deemed not to have been distributed for

purposes of this Section 6 (and no adjustment to the Conversion Rate under

this Section 6 will be required) until the occurrence of the earliest

Trigger Event, whereupon such rights and warrants shall be deemed to have

been distributed and an

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appropriate adjustment (if any is required) to the Conversion Rate shall

be made under this Section 6(a)(iii). If any such right, option or

warrant, including any such existing rights, options or warrants

distributed prior to the Issuance Date, are subject to events, upon the

occurrence of which such rights, options or warrants become exercisable to

purchase different securities, evidences of indebtedness or other assets,

then the date of the occurrence of any and each such event shall be deemed

to be the date of distribution and record date with respect to new rights

or warrants with such rights (and a termination or expiration of the

existing rights, options or warrants without exercise by any of the

holders thereof). In addition, in the event of any distribution (or deemed

distribution) of rights, options or warrants, or any Trigger Event or

other event (of the type described in the preceding sentence) with respect

thereto that was counted for purposes of calculating a distribution amount

for which an adjustment to the Conversion Rate under this Section 6 was

made, (1) in the case of any such rights, options or warrants which shall

all have been redeemed, purchased by the Company or repurchased without

exercise by any holders thereof, the Conversion Rate shall be readjusted

upon such final redemption, purchase by the Company or repurchase to give

effect to such distribution or Trigger Event, as the case may be, as

though it were a cash distribution, equal to the per share redemption or

repurchase price received by a holder or holders of Common Stock with

respect to such rights or warrants (assuming such holder had retained such

rights or warrants), made to all or substantially all holders of Common

Stock as of the date of such redemption or repurchase, and (2) in the case

of such rights, options or warrants which shall have expired or been

terminated without exercise by any holders thereof, the Conversion Rate

shall be readjusted as if such rights and warrants had not been issued.

(iv) In case the Company shall, by dividend or

otherwise, at any time distribute cash (a "TRIGGERING DISTRIBUTION") to

all or substantially all