8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 26, 2014


                                  STEVIA CORP.
             (Exact Name of Registrant as Specified in its Charter)

           Nevada                    000-53781                    98-0537233
(State or Other Jurisdiction        (Commission                 (IRS Employer
      of Incorporation)             File Number)             Identification No.)

            7117 US 31 S
          Indianapolis, IN                                          46227
(Address of Principal Executive Office)                          (Zip Code)

       Registrant's telephone number, including area code: (888) 250-2566

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

SECURITIES PURCHASE AGREEMENT AND SENIOR CONVERTIBLE NOTE

     On March 3, 2014 (the "Closing Date"), Stevia Corp., a Nevada corporation
(the "Company"), entered into a securities purchase agreement dated as of the
Closing Date (the "Purchase Agreement") with Nomis Bay Ltd., a Bermuda company
("Nomis Bay"). The Purchase Agreement provides that, upon the terms and subject
to the conditions set forth therein, (i) Nomis Bay shall purchase from the
Company on the Closing Date a senior convertible note with an initial principal
amount of $500,000 (the "Initial Convertible Note") for a purchase price of
$340,000 (a 32% original issue discount) (the "Initial Purchase Price") and (ii)
the Company shall have the right to require Nomis Bay to purchase from the
Company on or prior to the 10th trading day after the effective date of the
Registration Statement (defined below) (the "Additional Closing Date") an
additional senior convertible note with an initial principal amount of $600,000
(the "Additional Convertible Note" and, together with the Initial Convertible
Note, the "Convertible Notes") for a purchase price of $600,000 (the "Additional
Purchase Price"). The Company shall have the right to require Nomis Bay to
purchase the Additional Convertible Note on the Additional Closing Date by
delivering to Nomis Bay on the effective date of the Registration Statement an
irrevocable written notice that the Company has exercised its right to require
Nomis Bay to purchase the Additional Convertible Note. Pursuant to the Purchase
Agreement, on the Closing Date, the Company issued the Initial Convertible Note
to Nomis Bay.

     $60,000 of the outstanding principal amount of the Initial Convertible Note
(together with any accrued and unpaid interest with respect to such portion of
the principal amount) shall be automatically extinguished (without any cash
payment by the Company) if (i) the Company has properly filed the Registration
Statement with the Securities and Exchange Commission ("SEC") on or prior to the
Filing Deadline (defined below) covering the resale by Nomis Bay of the shares
of Common Stock issued or issuable upon conversion of the Convertible Notes and
(ii) no event of default or an event that with the passage of time or giving of
notice would constitute an event of default has occurred on or prior to such
date. Moreover, $100,000 of the outstanding principal amount of the Initial
Convertible Note (together with any accrued and unpaid interest with respect to
such portion of the principal amount) shall be automatically extinguished
(without any cash payment by the Company) if (i) the Company has filed the
Registration Statement with the SEC that has been declared effective by the SEC
on or prior to the Effectiveness Deadline (defined below) and the prospectus
contained therein is available for use by Nomis Bay for the resale by Nomis Bay
of the shares of Common Stock issued or issuable upon conversion of the
Convertible Notes and (ii) no event of default or an event that with the passage
of time or giving of notice would constitute an event of default has occurred on
or prior to such date.

     The Initial Convertible Note matures on December 27, 2014 (subject to
extension as provided in the Initial Convertible Note) and, in addition to the
32% original issue discount, accrues interest at the rate of 8% per annum. If
issued, the Additional Convertible Note will mature on the date that is the
10-month anniversary of the date of issuance of the Additional Convertible Note
(subject to extension as provided in the Initial Convertible Note) and will
accrue interest at the rate of 8% per annum. The Initial Convertible Note is
convertible at any time, in whole or in part, at Nomis Bay's option into shares
of the Company's common stock, par value $0.001 per share (the "Common Stock"),
at a conversion price equal to the lesser of (i) the product of (x) the
arithmetic average of the lowest three (3) volume weighted average prices of the
Common Stock during the 10 consecutive trading days ending and including the
trading day immediately preceding the applicable conversion date and (y) 40%
(the "Variable Conversion Price"), and (ii) $0.30 (as adjusted for stock splits,
stock dividends, stock combinations or other similar transactions). If issued,
the Additional Convertible Note will be convertible at any time, in whole or in
part, at Nomis Bay's option into shares of Common Stock at a conversion price

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that will be equal to the lesser of (i) the Variable Conversion Price and (ii)
$0.30 (as adjusted for stock splits, stock dividends, stock combinations or
other similar transactions). At no time will Nomis Bay be entitled to convert
any portion of the Convertible Notes to the extent that after such conversion,
Nomis Bay (together with its affiliates) would beneficially own more than 4.99%
of the outstanding shares of Common Stock as of such date.

     The Initial Convertible Note includes and, if issued, the Additional
Convertible Note will include, customary Event of Default provisions. The
Initial Convertible Note provides and, if issued, the Additional Convertible
Note will provide for a default interest rate of 18%. Upon the occurrence of an
Event of Default, Nomis Bay may require the Company to pay in cash the "Event of
Default Redemption Price" which is defined in the Convertible Notes to mean the
greater of (i) the product of (A) the amount to be redeemed multiplied by (B)
140% (or 100% if an insolvency related event of default) and (ii) the product of
(X) the conversion price in effect at that time multiplied by (Y) the product of
(1) 140% (or 100% if an insolvency related event of default) multiplied by (2)
the greatest closing sale price of the Common Stock on any trading day during
the period commencing on the date immediately preceding such event of default
and ending on the date the Company makes the entire payment required to be made
under this provision.

     The Company has the right at any time to redeem all, but not less than all,
of the total outstanding amount then remaining under the Initial Convertible
Note and/or the Additional Convertible Note in cash at a price equal to 140% of
the total amount of such Convertible Note then outstanding.

     The Company agreed to pay up to $40,000 of reasonable attorneys' fees and
expenses incurred by Nomis Bay in connection with the transaction, which shall
be withheld by Nomis Bay from the Initial Purchase Price for the Initial
Convertible Note. An additional $20,400 shall be withheld by Nomis Bay from the
Initial Purchase Price for the Initial Convertible Note and shall be paid
directly to Garden State Securities for its services in acting as placement
agent in connection with the transaction. Moreover, $36,000 shall be withheld by
Nomis Bay from the Additional Purchase Price paid for the Additional Convertible
Note, as applicable, and shall be paid directly to Garden State Securities for
its services in acting as placement agent in connection with the transaction.
The Company also agreed to issue warrants to purchase up to 90,667 shares of
Common Stock at an exercise price of $0.30 per share to Garden State Securities
for its services in acting as placement agent in connection with the
transaction.

     The Purchase Agreement contains customary representations, warranties and
covenants by, among and for the benefit of the parties. The Purchase Agreement
also provides for indemnification of Nomis Bay and its affiliates in the event
that Nomis Bay incurs losses, liabilities, obligations, claims, contingencies,
damages, costs and expenses related to a breach by the Company of any of its
representations, warranties or covenants under the Purchase Agreement.

     The issuance of the Initial Convertible Note to Nomis Bay under the
Purchase Agreement were, and, if issued, the issuance of the Additional
Convertible Note to Nomis Bay under the Purchase Agreement will be, exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to the exemption for transactions by an issuer not
involving any public offering under Section 4(a)(2) of the Securities Act and
Rule 506 of Regulation D promulgated under the Securities Act ("Regulation D").
The Company made this determination based on the representations of Nomis Bay in
the Purchase Agreement that Nomis Bay is an "accredited investor" within the
meaning of Rule 501 of Regulation D and has access to information about the
Company and its investment.

     This Current Report on Form 8-K (this "Report") is neither an offer to sell
nor the solicitation of an offer to buy any securities. The securities have not
been registered under the Securities Act and may not be offered or sold in the

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United States of America absent registration or an exemption from registration
under the Securities Act.

REGISTRATION RIGHTS AGREEMENT

     In connection with the execution of the Purchase Agreement, on the Closing
Date, the Company and Nomis Bay also entered into a registration rights
agreement dated as of the Closing Date (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, the Company has agreed to file an
initial registration statement ("Registration Statement") with the SEC to
register the resale of 24,602,792 shares of Common Stock (representing one-third
of the number of shares of Common Stock held by non-affiliates of the Company)
into which the Convertible Notes may be converted, on or prior to the 45th
calendar day after the Closing Date (the "Filing Deadline") and have it declared
effective at the earlier of (i) the 120th calendar day after the Closing Date
and (ii) the fifth business day after the date the Company is notified by the
SEC that such Registration Statement will not be reviewed or will not be subject
to further review (the "Effectiveness Deadline").

     If at any time all of the shares of Common Stock underlying the Convertible
Notes are not covered by the initial Registration Statement, the Company has
agreed to file with the SEC one or more additional Registration Statements so as
to cover all of the shares of Common Stock underlying the Convertible Notes not
covered by such initial Registration Statement, in each case, as soon as
practicable, but in no event later than the applicable filing deadline for such
additional Registration Statements as provided in the Registration Rights
Agreement.

     The Company also agreed, among other things, to indemnify Nomis Bay from
certain liabilities and fees and expenses of Nomis Bay incident to the Company's
obligations under the Registration Rights Agreement, including certain
liabilities under the Securities. Nomis Bay has agreed to indemnify and hold
harmless the Company and each of its directors, officers and persons who control
the Company against certain liabilities that may be based upon written
information furnished by Nomis Bay to the Company for inclusion in a
registration statement pursuant to the Registration Rights Agreement, including
certain liabilities under the Securities Act.

     The foregoing descriptions of the Purchase Agreement, the Convertible Notes
and the Registration Rights Agreement are qualified in their entirety by
reference to the provisions of the form of Convertible Note, the Purchase
Agreement, and the Registration Rights Agreement filed as exhibits 4.1, 10.1 and
10.2 to this Report, respectively, which are incorporated herein by reference.

ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
          OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

     The disclosure set forth under Item 1.01 of this Report is incorporated by
reference into this Item.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

HANOVER TRANSACTION

     The disclosure set forth under Item 1.01 of this Report is incorporated by
reference into this Item.

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SUPPLEMENTAL WARRANT

     On February 20, 2014, in consideration for Cranshire Capital Master Fund,
Ltd.'s ("Cranshire") immediate cash exercise of an outstanding warrant to
purchase common stock of the Company, the Company agreed to issue Cranshire an
additional warrant to purchase 683,202 shares of common stock (the "Supplemental
Warrant"). The issuance of the Supplemental Warrant was conducted in reliance
upon Regulation D of the Securities Act to investors who are "accredited
investors," as such term is defined in Rule 501(a) under the Securities Act.

RESTRICTED STOCK AWARDS

     On February 26, 2014, the Company issued an aggregate of 28,300,000 shares
of common stock pursuant to restricted stock award agreements to employees and
consultants of the Company for services rendered (the "Restricted Shares").
20,000,000 of the Restricted Shares were issued to George Blankenbaker, the
Company's President and director; 4,000,000 of such shares vest at the time of
issuance and the remainder vest over the following four years in equal annual
installments. 3,000,000 of the shares were issued to Growers Synergy Pte Ltd., a
corporation organized under the laws of Singapore ("Growers Synergy"), all of
which were fully vested at the time of issuance. Mr. Blankenbaker is the
managing director of Growers Synergy and Growers Fresh Pte Ltd ("Growers Fresh)
owns a 51% interest in Growers Synergy and Mr. Blankenbaker controls a 49%
interest in Growers Fresh. Thomas Ong, a director of the Company is a director
of Growers Synergy and is also a 25% shareholder of Agriventure Pte Ltd., which
is a 49% shareholder of Growers Synergy. The issuance of the Restricted Stock
was conducted in reliance upon Regulation D of the Securities Act to investors
who are "accredited investors," as such term is defined in Rule 501(a) under the
Securities Act and Regulation S of the Securities Act, in offshore transactions
(as defined in Rule 902 under Regulation S of the Securities Act).

ACCOUNTS PAYABLE CONVERSION

     On February 26, 2014, the Company agreed to convert an aggregate of
approximately $893,579.93 of advances for working capital received from George
Blankenbaker, the Company's President and director, and entities affiliated with
Mr. Blankenbaker, into an aggregate of 16,744,682 shares of common stock at a
deemed fair market value of $0.053365 per share. The issuance was conducted in
reliance upon Regulation D of the Securities Act to investors who are
"accredited investors," as such term is defined in Rule 501(a) under the
Securities Act.

WARRANT EXERCISES

     On August 1, 2012, the Company issued to Cranshire a warrant to purchase an
aggregate of 213,334 shares of the Company's common stock at an exercise price
of $0.6405 with a term of 5 years (the "Cranshire Warrant"). On May 1, 2013, the
Company issued to Anson Investments Master Fund LP ("Anson"), three warrants to
purchase 1,877,333, 1,066,666 and 2,346,666 shares respectively, at exercise
prices of $0.20, $0.25 and $0.25 respectively (the "Anson Warrants" and together
with the Cranshire Warrants, the "Investor Warrants"). The Investor Warrants
each contained certain adjustment provisions in the event the Company undertook
subsequent stock issuances at a price per share less than the exercise price of
the Investor Warrants. As of February 20, 2014, as a result of dilutive
issuances, the Investor Warrants were each adjusted to an exercise price of
$0.053365. As of February 20, 2014, the Cranshire Warrant is exercisable for an
aggregate of 2,560,486 shares and the Anson Warrants are exercisable for an
aggregate of 7,035,820, 4,997,029 and 10,993,469 shares respectively. As of
February 28, 2014 Cranshire had exercised an aggregate of 683,202 shares
pursuant to the Cranshire Warrant and Anson had exercised an aggregate of
3,540,659 shares pursuant to the Anson Warrants.

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ITEM 8.01 OTHER EVENTS

     On March 4, 2014, the Company issued a press release announcing the
issuance of the Initial Convertible Note to Hanover, a copy of which is attached
to this Report as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

4.1  Form of Senior Convertible Note.

10.1 Securities Purchase Agreement, dated as of March 3, 2014, by and between
     Nomis Bay Ltd. and Stevia Corp.

10.2 Registration Rights Agreement, dated as of March 3, 2014, by and between
     Nomis Bay Ltd. and Stevia Corp.

99.1 Press Release dated March 4, 2014.

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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: March 4, 2014                     STEVIA CORP.


                                        By: /s/ George Blankenbaker
                                           -------------------------------------
                                           George Blankenbaker
                                           President


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EX-4.1

                                                                     Exhibit 4.1

                                                               EXECUTION VERSION

                             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  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 TO THE HOLDER (IF  REQUESTED BY THE  COMPANY),  IN A FORM  REASONABLY
ACCEPTABLE TO THE COMPANY,  THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE 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 17(A)
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.

                                  STEVIA CORP.

                             SENIOR CONVERTIBLE NOTE

Issuance Date: March 3, 2014            Original Principal Amount: U.S. $500,000

     FOR VALUE RECEIVED,  Stevia Corp., a Nevada  corporation  (the  "COMPANY"),
hereby promises to pay to the order of NOMIS BAY LTD. or its registered  assigns
("HOLDER") the amount set out above as the Original Principal Amount (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  (as
defined  below) (as such  interest on any  outstanding  Principal may be reduced
pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at
the  applicable  Interest Rate (as defined below) from the date set out above as
the Issuance Date (the "ISSUANCE  DATE") until the same becomes due and payable,
whether  upon the  Maturity  Date or  acceleration,  conversion,  redemption  or
otherwise  (in each case in  accordance  with the  terms  hereof).  This  Senior
Convertible Note (this "NOTE",  including all Senior Convertible Notes issued in
exchange, transfer or replacement hereof, collectively, the "NOTES") is one of a
series of Senior  Convertible  Notes  issued  pursuant  to the  pursuant  to the
Securities  Purchase  Agreement (as defined below) either on the Initial Closing
Date (as defined  below) or, if applicable,  on the Additional  Closing Date (as

defined  below)  (collectively,  the "NOTES" and such other  Senior  Convertible
Notes, the "OTHER NOTES").  Certain capitalized terms used herein are defined in
Section 28.

     1. PAYMENTS OF PRINCIPAL.  On the Maturity  Date,  the Company shall pay to
the Holder an amount in cash representing all outstanding Principal, accrued and
unpaid  Interest  and  accrued  and unpaid  Late  Charges (as defined in Section
23(c)) on such  Principal  and Interest  (as  adjusted  with respect to any Note
Reduction (as defined in Section 12)).  Other than as specifically  permitted by
this Note, the Company may not prepay any portion of the outstanding  Principal,
accrued and unpaid  Interest or accrued and unpaid Late Charges on Principal and
Interest, if any.

     2. INTEREST; INTEREST RATE.

     (a) Interest on this Note shall commence  accruing on the Issuance Date and
shall be computed on the basis of a 360-day  year and twelve  30-day  months and
shall be payable in cash on the Maturity Date or any applicable Redemption Date,
subject to adjustment with respect to any Note Reduction.

     (b) Prior to the payment of Interest on the Maturity Date or any applicable
Redemption Date,  Interest on this Note shall accrue at the Interest Rate and be
payable by way of  inclusion of the  Interest in the  Conversion  Amount on each
Conversion  Date  in  accordance  with  Section  3(b)(i).  From  and  after  the
occurrence and during the continuance of any Event of Default, the Interest Rate
shall  automatically  be increased to eighteen percent (18.0%) per annum. 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 calendar day
immediately  following  the date of such cure;  provided  that the  Interest  as
calculated  and unpaid 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
such cure of such Event of Default.

     3. CONVERSION OF NOTES. This Note shall be convertible into validly issued,
fully paid and non-assessable  shares of Common Stock (as defined below), 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 validly issued, fully paid and non-assessable shares of Common Stock
in accordance with Section 3(c), at the Conversion Rate (as defined below).  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 up to the nearest  whole share.  The Company  shall pay any and all
transfer,  stamp, issuance and similar taxes that may be payable with respect to
the  issuance and delivery of Common  Stock upon  conversion  of any  Conversion
Amount.

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     (b)  Conversion  Rate.  The number of shares of Common Stock  issuable upon
conversion of any Conversion Amount pursuant to Section 3(a) shall be 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,
plus all  accrued  and  unpaid  Interest  with  respect  to such  portion of the
Principal  amount and  accrued  and unpaid  Late  Charges  with  respect to such
portion of such Principal and such Interest.

     (ii) "CONVERSION PRICE" means, for any date of determination, the lesser of
(A) the product of (x) the  arithmetic  average of the lowest three (3) VWAPs of
the  Common  Stock  during  the ten (10)  consecutive  Trading  Days  ending and
including the Trading Day immediately  preceding the applicable  Conversion Date
(the  "VARIABLE  CONVERSION  BASE PRICE") and (y) forty percent  (40%),  and (B)
$0.30 (as adjusted for stock splits,  stock  dividends,  stock  combinations  or
other  similar  transactions).  All  such  determinations  to  be  appropriately
adjusted for any stock split, stock dividend, stock combination or other similar
transaction during any such measuring period.

     (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  deliver
(whether via facsimile or otherwise), 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.  If
required  by  Section  3(c)(iii),  the  Holder  shall  surrender  this Note to a
nationally recognized overnight delivery service for delivery to the Company (or
an  indemnification  undertaking  with  respect  to this Note in the case of its
loss,  theft or destruction as contemplated by Section 17(b)).  On or before the
first (1st) Trading Day  following  the date of receipt of a Conversion  Notice,
the Company shall transmit by facsimile an  acknowledgment  of confirmation,  in
the form attached hereto as Exhibit II, of receipt of such Conversion  Notice to
the Holder and the  Company's  transfer  agent  (the  "TRANSFER  AGENT") . On or
before  the  second  (2nd)  Trading  Day  following  the  date of  receipt  of a
Conversion  Notice,  the Company shall (1) provided  that the Transfer  Agent is
participating  in  The  Depository   Trust  Company's   ("DTC")  Fast  Automated
Securities  Transfer  Program,  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 DTC through its  Deposit/Withdrawal  at Custodian system or
(2) if the  Transfer  Agent  is not  participating  in the  DTC  Fast  Automated
Securities Transfer Program, issue and deliver (via reputable overnight courier)
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.  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

                                       3

event later than four (4) Trading Days after receipt of this Note and at its own
expense,  issue and  deliver  to the  Holder  (or its  designee)  a new Note (in
accordance  with Section  17(d))  representing  the  outstanding  Principal  not
converted.  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, for
any reason or for no reason, to issue to the Holder within four (4) Trading Days
after the  Company's  receipt of a Conversion  Notice  (whether via facsimile or
otherwise)  (the "SHARE  DELIVERY  DEADLINE"),  a certificate  for the number of
shares of Common Stock to which the Holder is entitled and register  such shares
of Common Stock on the Company's share register or to credit the Holder's or its
designee's balance account with DTC for such number of shares of Common Stock to
which the Holder is entitled  upon the  Holder's  conversion  of any  Conversion
Amount (as the case may be) (a  "CONVERSION  FAILURE")  then, in addition to all
other remedies available to the Holder, (1) the Company shall pay in cash to the
Holder on each day after such Share Delivery  Deadline that the issuance of such
shares of  Common  Stock is not  timely  effected  an amount  equal to 2% of the
product of (A) the sum of the number of shares of Common Stock not issued to the
Holder on a timely basis and to which the Holder is entitled  multiplied  by (B)
the  Closing  Sale  Price of the Common  Stock on the  Trading  Day  immediately
preceding the last possible date which the Company could have issued such shares
of Common  Stock to the Holder  without  violating  Section  3(c)(i) and (2) 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 on or prior to the Share Delivery Deadline, the Company shall fail
to issue and deliver a  certificate  to the Holder and  register  such shares of
Common  Stock on the  Company's  share  register  or credit the  Holder's or its
designee's  balance account with DTC for the number of shares of Common Stock to
which the Holder is entitled upon the Holder's conversion hereunder (as the case
may be), and if on or after such Share  Delivery  Deadline the Holder  purchases
(in an open market  transaction or otherwise)  shares of Common Stock to deliver
in  satisfaction  of a sale by the Holder of all or any portion of the number of
shares of Common Stock, or a sale of a number of shares of Common Stock equal to
all or any portion of the number of shares of Common  Stock,  issuable upon such
conversion that the Holder so anticipated  receiving from the Company,  then, in
addition  to all other  remedies  available  to the Holder,  the Company  shall,
within three (3) Business Days after receipt of 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
(including, without limitation, by any other Person in respect, or on behalf, of
the Holder) (the "BUY-IN PRICE"), at which point the Company's  obligation to so
issue and deliver such  certificate or credit the Holder's  balance account with

                                       4

DTC for the  number of shares of Common  Stock to which the  Holder is  entitled
upon the Holder's  conversion  hereunder (as the case may be) (and to issue such
shares of Common Stock) shall  terminate,  or (II) promptly honor its obligation
to so issue and deliver to the Holder a certificate or certificates representing
such shares of Common Stock 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 hereunder (as the case may be) and pay cash to the Holder in
an amount  equal to the excess (if any) of the Buy-In  Price over the product of
(x) such number of shares of Common Stock  multiplied by (y) the lowest  Closing
Sale Price of the Common  Stock on any Trading Day during the period  commencing
on the date of the applicable  Conversion  Notice and ending on the date of such
issuance and payment under this clause (II).

     (iii)  Book-Entry.  Notwithstanding  anything to the  contrary set forth in
this Section 3,  following  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 (in which event this Note shall be delivered to the
Company following  conversion thereof as contemplated by Section 3(c)(i)) or (B)
the Holder has provided the Company with prior written  notice (which notice may
be included in a  Conversion  Notice)  requesting  reissuance  of this Note upon
physical  surrender  of this Note.  The Holder and the  Company  shall  maintain
records showing the Principal,  Interest and Late Charges  converted and/or paid
and/or  adjusted (as the case may be) and the dates of such  conversions  and/or
payments and/or adjustments (as the case may be) 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 of a dispute  as to the
number of shares of Common  Stock  issuable to the Holder in  connection  with a
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.  Notwithstanding  anything to the contrary
contained in this Note, this Note shall not be convertible by the Holder hereof,
and the Company shall not effect any conversion of this Note or otherwise  issue
any shares of Common  Stock  pursuant  hereto,  to the  extent  (but only to the
extent)  that after giving  effect to such  conversion  or other share  issuance
hereunder the Holder  (together with its affiliates)  would  beneficially own in
excess of 4.99% (the "MAXIMUM  PERCENTAGE")  of the Common Stock.  To the extent
the above limitation  applies,  the  determination of whether this Note shall be
convertible (vis-a-vis other convertible, exercisable or exchangeable securities
owned by the Holder or any of its affiliates) and of which such securities shall
be convertible,  exercisable or exchangeable (as among all such securities owned
by the Holder and its  affiliates)  shall,  subject to such  Maximum  Percentage
limitation,  be determined  on the basis of the first  submission to the Company
for conversion, exercise or exchange (as the case may be). No prior inability to
convert  this  Note,  or to issue  shares  of  Common  Stock,  pursuant  to this
paragraph shall have any effect on the  applicability  of the provisions of this
paragraph with respect to any subsequent  determination of  convertibility.  For

                                       5

purposes of this  paragraph,  beneficial  ownership and all  determinations  and
calculations  (including,  without  limitation,  with respect to calculations of
percentage  ownership)  shall be determined in accordance  with Section 13(d) of
the 1934 Act (as defined in the Securities Purchase Agreement) and the rules and
regulations  promulgated  thereunder.  The provisions of this paragraph shall be
implemented in a manner  otherwise than in strict  conformity  with the terms of
this  paragraph to correct this  paragraph (or any portion  hereof) which may be
defective  or  inconsistent  with the  intended  Maximum  Percentage  beneficial
ownership  limitation  herein  contained  or  to  make  changes  or  supplements
necessary  or  desirable  to  properly  give effect to such  Maximum  Percentage
limitation.  The  limitations  contained  in this  paragraph  shall  apply  to a
successor  Holder of this Note. The holders of Common Stock shall be third party
beneficiaries  of this  paragraph  and the Company may not waive this  paragraph
without the consent of holders of a majority of its Common Stock. For any reason
at any time,  upon the written or oral request of the Holder,  the Company shall
within  one (1)  Business  Day  confirm  orally and in writing to the Holder the
number of shares of Common  Stock then  outstanding,  including by virtue of any
prior  conversion or exercise of  convertible  or  exercisable  securities  into
Common Stock, including, without limitation, pursuant to this Note or securities
issued  pursuant  to the  Securities  Purchase  Agreement.  The  Company  or its
transfer  agent shall  advise the Holder  within 24 hours to the extent that any
issuance of Common Stock hereunder, after giving effect thereto, would result in
the Holder (together with its affiliates) beneficially owning in excess of 4.99%
of the Common Stock.

     4. RIGHTS UPON EVENT OF DEFAULT.

     (a) Event of Default.  Each of the  following  events shall  constitute  an
"EVENT OF DEFAULT":

     (i) the  suspension  from  trading or the failure of the Common Stock to be
trading or listed (as applicable) on an Eligible Market for a period of ten (10)
consecutive  days or for more  than an  aggregate  of  thirty  (30)  days in any
365-day period;

     (ii) the  Company's  or any  Subsidiary's  (as  defined  in the  Securities
Purchase  Agreement)  failure  to pay to the  Holder  any  amount of  Principal,
Interest,  Late  Charges  or other  amounts  when  and as due  under  this  Note
(including, without limitation, the Company's or any Subsidiary's failure to pay
any redemption payments or amounts hereunder) or any other Transaction  Document
(as  defined  in the  Securities  Purchase  Agreement)  or any other  agreement,
document,  certificate  or other  instrument  delivered in  connection  with the
transactions  contemplated hereby and thereby,  except, in the case of a failure
to pay  Interest  and Late  Charges  when and as due, in which case only if such
failure remains uncured for a period of at least five (5) days;

     (iii) the  occurrence of any default under,  redemption of or  acceleration
prior to  maturity  of an  aggregate  of any  Indebtedness  (as  defined  in the
Securities Purchase Agreement) of the Company or any of its Subsidiaries;

     (iv) bankruptcy,  insolvency,  reorganization or liquidation proceedings or
other  proceedings  for the relief of debtors  shall be instituted by or against

                                       6

the  Company or any  Subsidiary  and, if  instituted  against the Company or any
Subsidiary  by a third party,  shall not be dismissed  within sixty (60) days of
their initiation;

     (v) the  commencement  by the Company or any Subsidiary of a voluntary case
or  proceeding  under  any  applicable  federal,  state or  foreign  bankruptcy,
insolvency,  reorganization  or  other  similar  law or of  any  other  case  or
proceeding to be  adjudicated  a bankrupt or insolvent,  or the consent by it to
the entry of a decree,  order,  judgment or other similar document in respect of
the Company or any  Subsidiary in an  involuntary  case or proceeding  under any
applicable federal, state or foreign bankruptcy,  insolvency,  reorganization or
other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding  against  it, or the filing by it of a petition  or answer or consent
seeking  reorganization or relief under any applicable federal, state or foreign
law, or the consent by it to the filing of such  petition or to the  appointment
of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator  or other similar  official of the Company or any  Subsidiary or of
any substantial  part of its property,  or the making by it of an assignment for
the benefit of creditors,  or the execution of a  composition  of debts,  or the
occurrence of any other similar  federal,  state or foreign  proceeding,  or the
admission by it in writing of its  inability to pay its debts  generally as they
become due, the taking of corporate  action by the Company or any  Subsidiary in
furtherance  of any such  action or the  taking of any  action by any  Person to
commence a Uniform  Commercial Code foreclosure sale or any other similar action
under federal, state or foreign law;

     (vi) the entry by a court of (i) a decree, order, judgment or other similar
document  in  respect  of  the  Company  or any  Subsidiary  of a  voluntary  or
involuntary  case or proceeding under any applicable  federal,  state or foreign
bankruptcy,  insolvency,  reorganization  or other similar law or (ii) a decree,
order,  judgment  or  other  similar  document  adjudging  the  Company  or  any
Subsidiary as bankrupt or insolvent,  or approving as properly  filed a petition
seeking liquidation,  reorganization,  arrangement, adjustment or composition of
or in respect of the Company or any  Subsidiary  under any  applicable  federal,
state or  foreign  law or  (iii) a  decree,  order,  judgment  or other  similar
document  appointing  a  custodian,  receiver,  liquidator,  assignee,  trustee,
sequestrator  or other similar  official of the Company or any  Subsidiary or of
any substantial part of its property,  or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree, order, judgment or other
similar  document or any such other  decree,  order,  judgment or other  similar
document unstayed and in effect for a period of thirty (30) consecutive days;

     (vii) a final judgment or judgments for the payment of money aggregating in
excess  of  $100,000  are  rendered  against  the  Company  and/or  any  of  its
Subsidiaries  and which  judgments  are not,  within  thirty (30) days after the
entry  thereof,  bonded,  discharged  or  stayed  pending  appeal,  or  are  not
discharged  within sixty (60) days after the expiration of such stay;  provided,
however,  any judgment  which is covered by  insurance  or an  indemnity  from a
credit worthy party shall not be included in calculating the $100,000 amount set
forth above so long as the Company provides the Holder a written  statement from

                                       7

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 or such  Subsidiary  (as the case may
be) will receive the proceeds of such insurance or indemnity  within thirty (30)
days of the issuance of such judgment;

     (viii) the Company and/or any Subsidiary, individually or in the aggregate,
either (i) fails to pay, when due, or within any  applicable  grace period,  any
payment with respect to any  Indebtedness in excess of $100,000 due to any third
party  (other  than,  with  respect to  unsecured  Indebtedness  only,  payments
contested  by the Company  and/or such  Subsidiary  (as the case may be) in good
faith by proper  proceedings  and with respect to which  adequate  reserves have
been set aside for the payment  thereof in accordance with GAAP) or is otherwise
in breach or violation of any agreement for monies owed or owing in an amount in
excess of $100,000, which breach or violation permits the other party thereto to
declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer
to exist any other circumstance or event that would, with or without the passage
of time or the giving of notice,  result in a default or event of default  under
any agreement  binding the Company or any Subsidiary,  which default or event of
default  would or is likely to have a material  adverse  effect on the business,
assets,  operations  (including  results  thereof),   liabilities,   properties,
condition  (including financial condition) or prospects of the Company or any of
its Subsidiaries, individually or in the aggregate;

     (ix) other than as specifically set forth in another clause of this Section
4(a),  the Company or any  Subsidiary  breaches  any  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 that is curable,  only
if such breach  remains  uncured for a period of three (3)  consecutive  Trading
Days;

     (x) any Event of  Default  (as  defined  in the Other  Notes)  occurs  with
respect to any Other Notes;

     (xi) any Material  Adverse  Effect (as defined in the  Securities  Purchase
Agreement) occurs; or

     (xii) any Change of Control occurs.

     (b) Notice of an Event of Default; Redemption Right. Upon the occurrence of
an Event of Default with respect to this Note,  the Company shall within one (1)
Business Day deliver written notice thereof via facsimile and overnight  courier
(with next day delivery specified) (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,  the Holder may
require the Company to redeem,  at any time during the period  commencing on the
date the  Holder  first  becomes  aware of such  Event of  Default  through  and
including the  twentieth  Trading Day after the later of (x) the date the Holder
receives the applicable Event of Default Notice with respect thereto and (y) the
date such Event of Default  has been  cured,  all or any portion of this Note by
delivering written notice thereof (the "EVENT OF DEFAULT REDEMPTION  NOTICE") to

                                       8

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 (A) the
Conversion  Amount to be redeemed  multiplied by (B) the Redemption  Premium and
(ii) the  product of (X) the  Conversion  Rate with  respect  to the  Conversion
Amount  in  effect  at such  time as the  Holder  delivers  an Event of  Default
Redemption  Notice  multiplied by (Y) the product of (1) the Redemption  Premium
multiplied  by (2) the  greatest  Closing  Sale Price of the Common Stock on any
Trading Day during the period commencing on the date immediately  preceding such
Event of Default  and ending on the date the  Company  makes the entire  payment
required to be made under this  Section  4(b) (the "EVENT OF DEFAULT  REDEMPTION
PRICE").  Redemptions  required by this Section 4(b) shall be made in accordance
with the  provisions of Section 10. To the extent  redemptions  required by this
Section 4(b) are deemed or determined by a court of competent jurisdiction to be
prepayments of this Note by the Company,  such redemptions shall be deemed to be
voluntary prepayments.  Notwithstanding anything to the contrary in this Section
4, but  subject to Section  3(d),  until the Event of Default  Redemption  Price
(together with any Late Charges thereon) is paid in full, the Conversion  Amount
submitted for redemption under this Section 4(b) (together with any Late Charges
thereon) may be converted,  in whole or in part, by the Holder into Common Stock
pursuant to the terms of this Note. In the event of the Company's  redemption of
any portion of this Note under this Section 4(b), the Holder's  damages would be
uncertain and difficult to estimate because of the parties' inability to predict
future  interest  rates and the  uncertainty of the  availability  of a suitable
substitute investment  opportunity for the Holder.  Accordingly,  any redemption
premium due under this  Section 4(b) is intended by the parties to be, and shall
be deemed,  a reasonable  estimate of the Holder's actual loss of its investment
opportunity and not as a penalty.

     5. RIGHTS UPON FUNDAMENTAL TRANSACTION; OTHER CORPORATE EVENTS.

     (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 Holder and approved
by the Holder 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
amount and interest rate equal to the principal amounts then outstanding and the
interest  rates of the Notes  held by such  holder,  having  similar  conversion
rights as the Notes and having similar ranking to the Notes, and satisfactory to
the Holder 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 and the other Transaction  Documents  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  and the  other  Transaction  Documents  with the  same  effect  as if such
Successor  Entity had been named as the Company herein.  Upon  consummation of a

                                       9

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 such Fundamental Transaction, in lieu
of the shares of the Company's Common Stock (or other  securities,  cash, assets
or other  property  (except such items still  issuable  under  Section 14, which
shall  continue to be receivable  thereafter)  issuable  upon the  conversion or
redemption of the Notes prior to such  Fundamental  Transaction,  such shares of
the publicly traded common stock (or their  equivalent) of the Successor  Entity
(including  its Parent  Entity)  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 (without regard to
any  limitations on the conversion of this Note), as adjusted in accordance with
the  provisions  of this Note.  Notwithstanding  the  foregoing,  the Holder may
elect, at its sole option, by delivery of written notice to the Company to waive
this Section 5(a) to permit the Fundamental  Transaction  without the assumption
of this Note.

     (b) 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
insure  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)
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 Holder.

     (c) The  provisions of this Section 5 shall apply  similarly and equally to
successive  Fundamental  Transactions  and Corporate Events and shall be applied
without regard to any limitations on the conversion of this Note.

     6. [Intentionally Omitted]

     7.  NONCIRCUMVENTION.  The  Company  hereby  covenants  and agrees that the
Company will not, by amendment of its Certificate of  Incorporation  (as defined
in the  Securities  Purchase  Agreement),  Bylaws (as defined in the  Securities
Purchase  Agreement)  or  through  any   reorganization,   transfer  of  assets,
consolidation,  merger,  scheme of  arrangement,  dissolution,  issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance
or  performance  of any of the terms of this Note, and will at all times in good
faith carry out all of the provisions of this Note and take all action as may be
required to protect the rights of the Holder of this Note.  Without limiting the
generality of the foregoing, the Company (i) shall not increase the par value of
any shares of Common Stock  receivable  upon  conversion  of this Note above the

                                       10

Conversion  Price  then in effect,  (ii)  shall take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable  shares of Common Stock upon the conversion of this
Note,  and (iii) shall,  so long as any of the Notes are  outstanding,  take all
action  necessary  to  reserve  and keep  available  out of its  authorized  and
unissued  shares of Common  Stock,  solely  for the  purpose  of  effecting  the
conversion of the Notes,  the maximum  number of shares of Common Stock as shall
from  time to time be  necessary  to effect  the  conversion  of the Notes  then
outstanding (without regard to any limitations on conversion).

     8. RESERVATION OF AUTHORIZED SHARES.

     (a) Reservation.  So long as any of the Notes are outstanding,  the Company
shall  take all  action  necessary  to  reserve  and keep  available  out of its
authorized  and unissued  Common Stock,  solely for the purpose of effecting the
conversion of the Notes,  a number of shares of Common Stock,  as of any date of
determination, for each of the Notes in accordance with the following formula:

          P
      -------- x  3 = Share Reserve

       (T x B)

     P = The  aggregate  Purchase  Price (as  defined  the  Securities  Purchase
     Agreement) of the Notes issued on or prior to such date of determination;

     T = The  applicable  Variable  Conversion  Base  Price  as of such  date of
     determination;

     B = 0.85;

provided,  that,  the Share  Reserve  shall in no event be less than 150% of the
number  of shares of Common  Stock as shall  from time to time be  necessary  to
effect the conversion of all of the Notes then  outstanding  (without  regard to
any limitations on conversions) (the "REQUIRED RESERVE AMOUNT").

     (b) Insufficient  Authorized Shares. If, notwithstanding  Section 8(a), and
not in limitation thereof, at any time while any of the Notes remain outstanding
the Company  does not have a  sufficient  number of  authorized  and  unreserved
shares of Common Stock to satisfy its  obligation  to reserve for issuance  upon
conversion of the Notes at least a number of shares of Common Stock equal to the
Required Reserve Amount (an "AUTHORIZED SHARE FAILURE"),  then the Company shall
immediately  take all action  necessary  to increase  the  Company's  authorized
shares of Common Stock to an amount  sufficient  to allow the Company to reserve
the Required Reserve Amount for the Notes then outstanding. Without limiting the
generality of the foregoing  sentence,  as soon as practicable after the date of
the occurrence of an Authorized Share Failure,  but in no event later than sixty
(60) days after the occurrence of such  Authorized  Share  Failure,  the Company
shall hold a meeting of its  stockholders for the approval of an increase in the
number of authorized  shares of Common Stock.  In connection  with such meeting,
the Company shall provide each  stockholder with a proxy statement and shall use

                                       11

its best  efforts to solicit  its  stockholders'  approval  of such  increase in
authorized  shares of  Common  Stock  and to cause  its  board of  directors  to
recommend to the stockholders that they approve such proposal. In the event that
the  Company  is  prohibited  from  issuing  shares  of  Common  Stock  upon any
conversion due to the failure by the Company to have sufficient shares of Common
Stock  available out of the authorized but unissued shares of Common Stock (such
unavailable  number  of  shares  of Common  Stock,  the  "AUTHORIZATION  FAILURE
SHARES"), in lieu of delivering such Authorization Failure Shares to the Holder,
the Company shall pay cash in exchange for the redemption of such portion of the
Conversion  Amount  convertible  into such Authorized  Failure Shares at a price
equal to the sum of (i) the product of (x) such number of Authorization  Failure
Shares  and (y) the  greatest  Closing  Sale  Price of the  Common  Stock on any
Trading Day during the period  commencing  on the date the Holder  delivers  the
applicable  Conversion Notice with respect to such Authorization  Failure Shares
to the Company and ending on the date of such  issuance  and payment  under this
Section  8(b) and (ii) to the  extent the Holder  purchases  (in an open  market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of Authorization  Failure Shares,  any brokerage  commissions
and other out-of-pocket  expenses,  if any, of the Holder incurred in connection
therewith.  Nothing  contained  in Section 8(a) or this Section 8(b) shall limit
any  obligations of the Company under any provision of the  Securities  Purchase
Agreement.

     9. Company  Optional  Redemption.  At any time after the Issuance Date, the
Company  shall  have the right to  redeem  all,  but not less  than all,  of the
Conversion  Amount  then  remaining  under  this  Note  (the  "COMPANY  OPTIONAL
REDEMPTION  AMOUNT") on the Company Optional  Redemption Date (as defined below)
(a  "COMPANY  OPTIONAL  Redemption").  The  portion  of  this  Note  subject  to
redemption  pursuant to this  Section 9 shall be redeemed by the Company in cash
at a price  (the  "COMPANY  OPTIONAL  REDEMPTION  PRICE")  equal  to 140% of the
Conversion  Amount of this Note then  outstanding.  The Company may exercise its
right to require  redemption  under this Section 9 by delivering an  irrevocable
written  notice  thereof by facsimile and  overnight  courier to the Holder (the
"COMPANY  OPTIONAL  REDEMPTION  NOTICE"  and the date the Holder  receives  such
notice is referred to as the "COMPANY  OPTIONAL  REDEMPTION  NOTICE DATE").  The
Company may deliver only one Company  Optional  Redemption  Notice in any ninety
(90) day period. The Company Optional Redemption Notice shall (x) state the date
on which the Company  Optional  Redemption  shall occur (the  "COMPANY  OPTIONAL
REDEMPTION DATE") which date shall not be less than sixty (60) calendar days nor
more than ninety (90) calendar days  following the Company  Optional  Redemption
Notice Date, and (y) state the aggregate Conversion Amount of the Notes which is
being redeemed in such Company  Optional  Redemption from the Holder pursuant to
this Section 9 on the Company Optional Redemption Date. Notwithstanding anything
herein  to the  contrary,  at any time  prior to the date the  Company  Optional
Redemption Price is paid, in full, the Company Optional Redemption Amount may be
converted,  in whole or in part,  by the  Holder  into  shares of  Common  Stock
pursuant to Section 3. All Conversion  Amounts converted by the Holder after the
Company  Optional  Redemption  Notice  Date shall  reduce the  Company  Optional
Redemption  Amount of this Note required to be redeemed on the Company  Optional
Redemption  Date.  Redemptions  made pursuant to this Section 9 shall be made in
accordance with Section 10.

                                       12

     10. REDEMPTIONS.

     (a) Mechanics.  The Company shall deliver the  applicable  Event of Default
Redemption  Price to the Holder in cash within five (5) Business  Days after the
Company's  receipt of the  Holder's  Event of  Default  Redemption  Notice.  The
Company shall deliver the applicable  Company  Optional  Redemption Price to the
Holder in cash on the applicable Company Optional  Redemption Date. In the event
of a  redemption  of less than all of the  Conversion  Amount of this Note,  the
Company shall promptly cause to be issued and delivered to the Holder a new Note
(in accordance with Section 17(d)) representing the outstanding  Principal which
has not been  redeemed.  The Holder's  delivery of a notice voiding a Redemption
Notice and  exercise of its rights  following  such notice  shall not affect the
Company's  obligations  to make any payments of Late Charges  which have accrued
prior to the date of such notice with respect to the  Conversion  Amount subject
to such notice.

     11. VOTING RIGHTS.  The Holder shall have no voting rights as the holder of
this Note, except as required by law (including,  without limitation, Chapter 78
of the Nevada Revised Statutes) and as expressly provided in this Note.

     12. NOTE REDUCTIONS.

     (a) Filing Date Reduction.  As of the Trading Day immediately following the
Filing Deadline (as such term is defined in the Registration  Rights Agreement),
if (i) the Company has properly filed a  registration  statement with the SEC on
or prior to the Filing Deadline  covering the resale by the Holder of all of the
shares of  Common  Stock  issued or  issuable  upon  conversion  of this Note or
otherwise pursuant to the terms of this Note in accordance with the 1933 Act and
the Registration  Rights Agreement and (ii) no Event of Default or an event that
with the  passage  of time or  giving  of notice  would  constitute  an Event of
Default has occurred on or prior to such date,  then $60,000 of the  outstanding
Principal  hereunder (together with any accrued and unpaid Interest with respect
to such portion of the Principal amount and accrued and unpaid Late Charges with
respect  to  such  portion  of  such  Principal  and  such  Interest)  shall  be
automatically  extinguished  and shall no longer  remain  outstanding  hereunder
without any payment thereof by the Company.

     (b) Effective Date Reduction.  As of the Trading Day immediately  following
the Effectiveness  Deadline (as such term is defined in the Registration  Rights
Agreement),  if (i) the Company has filed a registration  statement with the SEC
that has been  declared  effective  by the SEC on or prior to the  Effectiveness
Deadline and the prospectus contained therein is available for use by the Holder
for the  resale by the  Holder of all of the  shares of Common  Stock  issued or
issuable upon conversion of this Note or otherwise pursuant to the terms of this
Note and (ii) no Event of Default  or an event that with the  passage of time or
giving of notice would  constitute  an Event of Default has occurred on or prior
to such date, then $100,000 of the  outstanding  Principal  hereunder  (together
with any  accrued  and  unpaid  Interest  with  respect  to such  portion of the
Principal  amount and  accrued  and unpaid  Late  Charges  with  respect to such
portion of such Principal and such Interest) shall be automatically extinguished
and shall no longer remain outstanding  hereunder without any payment thereof by
the Company.

                                       13

     (c) Disputes. In the event of a dispute as to the arithmetic calculation of
any Note  Reduction,  the Company and the Holder  shall  resolve such dispute in
accordance with Section 22.

     13.  COVENANTS.  Until all of the Notes have been  converted,  redeemed  or
otherwise satisfied in accordance with their terms:

     (a) Rank.  All  payments due under this Note (i) shall rank PARI PASSU with
all Other  Notes and (ii)  shall be  senior  to all  other  Indebtedness  of the
Company and its Subsidiaries.

     (b)  Incurrence  of  Indebtedness.  The Company  shall not, and the Company
shall cause each of its  Subsidiaries to not,  directly or indirectly,  incur or
guarantee,  assume  or  suffer to exist  any  Indebtedness  (other  than (i) the
Indebtedness evidenced by this Note and the Other Notes and (ii) other Permitted
Indebtedness.

     (c) Existence of Liens.  The Company shall not, and the Company shall cause
each of its  Subsidiaries  to not,  directly or  indirectly,  allow or suffer to
exist any mortgage, lien, pledge, charge, security interest or other encumbrance
upon or in any property or assets (including accounts and contract rights) owned
by the Company or any of its  Subsidiaries  (collectively,  "LIENS")  other than
Permitted Liens.

     (d) Restricted Payments. The Company shall not, and the Company shall cause
each of its  Subsidiaries  to not,  directly  or  indirectly,  redeem,  defease,
repurchase,  repay or make any payments in respect of, by the payment of cash or
cash equivalents (in whole or in part,  whether by way of open market purchases,
tender offers,  private  transactions  or otherwise),  all or any portion of any
Indebtedness,  whether by way of payment in respect of principal of (or premium,
if any) or interest on, such  Indebtedness if at the time such payment is due or
is  otherwise  made  or,  after  giving  effect  to such  payment,  (i) an event
constituting an Event of Default has occurred and is continuing or (ii) an event
that with the passage of time and without being cured would  constitute an Event
of Default has occurred and is continuing.

     (e) Restricted  Issuances.  The Company shall not,  directly or indirectly,
without the prior  written  consent of the  holders of a majority  in  aggregate
principal amount of the Notes then outstanding,  (i) issue any Notes (other than
as  contemplated  by the  Securities  Purchase  Agreement and the Notes) or (ii)
issue any other securities that would cause a breach or default under the Notes.

     (f)  Restriction on Redemption and Cash  Dividends.  The Company shall not,
and the  Company  shall  cause  each of its  Subsidiaries  to not,  directly  or
indirectly,   redeem,  repurchase  or  declare  or  pay  any  cash  dividend  or
distribution on any of its capital stock.

     (g)  Restriction  on Transfer of Assets.  The  Company  shall not,  and the
Company shall cause each of its  Subsidiaries  to not,  directly or  indirectly,
sell, lease, license, assign, transfer,  spin-off,  split-off,  close, convey or
otherwise dispose of any assets or rights of the Company or any Subsidiary owned
or hereafter  acquired  whether in a single  transaction  or a series of related
transactions,  other than (i) sales, leases, licenses,  assignments,  transfers,

                                       14

conveyances  and other  dispositions of such assets or rights by the Company and
its  Subsidiaries in the ordinary course of business and (ii) sales of inventory
in the ordinary course of business.

     (h) Maturity of Indebtedness.  The Company shall not, and the Company shall
cause  each of its  Subsidiaries  to not,  directly  or  indirectly,  permit any
Indebtedness  of the Company or any of the  Subsidiaries to mature or accelerate
prior to the Maturity Date.

     (i) Change in Nature of  Business.  The Company  shall not, and the Company
shall cause each of its Subsidiaries to not,  directly or indirectly,  engage in
any  material  line of  business  substantially  different  from those  lines of
business  conducted by the Company and each of its  Subsidiaries on the Issuance
Date or any business  substantially  related or incidental thereto.  The Company
shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, modify its or their corporate structure or purpose.

     (j)  Preservation  of  Existence,  Etc.  The  Company  shall  maintain  and
preserve,  and cause each of its  Subsidiaries  to maintain  and  preserve,  its
existence,  rights and privileges,  and become or remain,  and cause each of its
Subsidiaries  to become or remain,  duly  qualified and in good standing in each
jurisdiction  in which the character of the properties  owned or leased by it or
in which the transaction of its business makes such qualification necessary.

     (k)  Maintenance  of  Properties,  Etc.  The  Company  shall  maintain  and
preserve,  and cause each of its  Subsidiaries to maintain and preserve,  all of
its  properties  which are  necessary  or useful in the  proper  conduct  of its
business in good working order and  condition,  ordinary wear and tear excepted,
and comply,  and cause each of its Subsidiaries to comply, at all times with the
provisions  of all  leases to which it is a party as  lessee  or under  which it
occupies  property,  so  as  to  prevent  any  loss  or  forfeiture  thereof  or
thereunder.

     (l) Maintenance of Intellectual  Property. The Company will, and will cause
each of its  Subsidiaries to, take all action necessary or advisable to maintain
all  of the  Intellectual  Property  Rights  of the  Company  and/or  any of its
Subsidiaries  that are  necessary  or material to the conduct of its business in
full force and effect.

     (m) Maintenance of Insurance. The Company shall maintain, and cause each of
its Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations (including, without limitation,  comprehensive general
liability, hazard, rent and business interruption insurance) with respect to its
properties  (including all real properties  leased or owned by it) and business,
in such  amounts and  covering  such risks as is  required  by any  governmental
authority having jurisdiction with respect thereto or as is carried generally in
accordance  with sound  business  practice by  companies  in similar  businesses
similarly situated.

     (n)  Transactions  with  Affiliates.  The Company  shall not,  nor shall it
permit any of its Subsidiaries to, enter into,  renew,  extend or be a party to,
any  transaction  or  series  of  related   transactions   (including,   without
limitation,  the  purchase,  sale,  lease,  transfer  or exchange of property or
assets of any kind or the rendering of services of any kind) with any affiliate,
except  in the  ordinary  course  of  business  in a  manner  and  to an  extent
consistent  with past  practice  and  necessary  or  desirable  for the  prudent
operation of its business, for fair consideration and on terms no less favorable

                                       15

to it or its Subsidiaries  than would be obtainable in a comparable arm's length
transaction with a Person that is not an affiliate thereof.

     14.  PARTICIPATION.  Upon any  conversion of this Note, the Holder shall be
entitled to receive such dividends paid and distributions made to the holders of
Common Stock from and after the initial  Issuance  Date to the same extent as if
the Holder had effected such conversion and had held such shares of Common Stock
(issued  or to be  issued  in such  conversion)  on the  record  date  for  such
dividends and distributions. Payments under the preceding sentence shall be made
on or prior to the  applicable  Share  Delivery  Deadline  with  respect to such
conversion.

     15.  AMENDING  THE TERMS OF THIS  NOTE.  The prior  written  consent of the
Holder shall be required for any change or amendment to this Note.

     16.  TRANSFER.  This  Note and any  shares  of  Common  Stock  issued  upon
conversion of this Note may be offered,  sold,  assigned or  transferred  by the
Holder  without the consent of the Company,  subject only to the  provisions  of
Section 4.4 of the Securities Purchase Agreement.

     17. REISSUANCE OF THIS NOTE.

     (a) Transfer. If this Note is to be transferred, the Holder shall surrender
this Note to the Company, whereupon the Company will forthwith issue and deliver
upon the order of the  Holder a new Note (in  accordance  with  Section  17(d)),
registered as the Holder may request,  representing  the  outstanding  Principal
being  transferred  by the  Holder  and,  if less  than the  entire  outstanding
Principal is being transferred, a new Note (in accordance with Section 17(d)) to
the Holder  representing the outstanding  Principal not being  transferred.  The
Holder and any assignee, by acceptance of this Note, acknowledge and agree that,
by reason  of the  provisions  of  Section  3(c)(iii)  following  conversion  or
redemption of any portion of this Note, the outstanding Principal represented by
this Note may be less than the Principal stated on the face of this Note.

     (b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of  this  Note  (as  to  which  a  written   certification  and  the
indemnification  contemplated below shall suffice as such evidence), and, in the
case of loss, theft or destruction,  of any  indemnification  undertaking by the
Holder to the  Company in  customary  and  reasonable  form and,  in the case of
mutilation,  upon  surrender and  cancellation  of this Note,  the Company shall
execute and deliver to the Holder a new Note (in accordance  with Section 17(d))
representing the outstanding Principal.

     (c)  Note   Exchangeable   for  Different   Denominations.   This  Note  is
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company,  for a new Note or Notes (in  accordance  with Section 17(d) and in
principal  amounts  of at  least  $1,000)  representing  in  the  aggregate  the
outstanding  Principal of this Note,  and each such new Note will represent such
portion of such outstanding Principal as is designated by the Holder at the time
of such surrender.

                                       16

     (d) Issuance of New Notes.  Whenever the Company is required to issue a new
Note  pursuant  to the  terms of this  Note,  such new Note (i) shall be of like
tenor with this Note, (ii) shall represent, as indicated on the face of such new
Note, the Principal  remaining  outstanding  (or in the case of a new Note being
issued pursuant to Section 17(a) or Section 17(c),  the Principal  designated by
the Holder which, when added to the principal represented by the other new Notes
issued in connection with such issuance, does not exceed the Principal remaining
outstanding  under this Note  immediately  prior to such issuance of new Notes),
(iii) shall have an issuance  date,  as  indicated on the face of such new Note,
which is the same as the  Issuance  Date of this Note,  (iv) shall have the same
rights and conditions as this Note, and (v) shall  represent  accrued and unpaid
Interest and Late Charges on the Principal  and Interest of this Note,  from the
Issuance Date.

     18. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE
RELIEF.  The remedies  provided in this Note shall be cumulative and in addition
to all other remedies available under this Note and any of the other Transaction
Documents at law or in equity (including a decree of specific performance and/or
other injunctive  relief),  and nothing herein shall limit the Holder's right to
pursue actual and consequential damages for any failure by the Company to comply
with the terms of this Note.  The  Company  covenants  to the Holder  that there
shall be no characterization  concerning this instrument other than as expressly
provided  herein.  Amounts  set forth or  provided  for herein  with  respect to
payments,  conversion  and the like (and the  computation  thereof) shall be the
amounts to be received by the Holder and shall not, except as expressly provided
herein,  be subject to any other  obligation of the Company (or the  performance
thereof).  The  Company  acknowledges  that a  breach  by it of its  obligations
hereunder will cause  irreparable  harm to the Holder and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Holder shall be entitled,  in
addition to all other available remedies, to an injunction  restraining any such
breach or any such threatened breach,  without the necessity of showing economic
loss and without any bond or other  security being  required.  The Company shall
provide all information and documentation to the Holder that is requested by the
Holder to enable the Holder to confirm the Company's  compliance  with the terms
and conditions of this Note.

     19. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is
placed in the hands of an attorney for collection or enforcement or is collected
or enforced through any legal proceeding or the Holder otherwise takes action to
collect amounts due under this Note or to enforce the provisions of this Note or
(b) there occurs any bankruptcy, reorganization,  receivership of the Company or
other  proceedings  affecting  Company  creditors'  rights and involving a claim
under this Note, then the Company shall pay the costs incurred by the Holder for
such  collection,  enforcement or action or in connection with such  bankruptcy,
reorganization, receivership or other proceeding, including, without limitation,
attorneys' fees and disbursements. The Company expressly acknowledges and agrees
that no amounts due under this Note shall be affected,  or limited,  by the fact
that the purchase price paid for this Note was less than the original  Principal
amount hereof.

     20. CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted
by the Company and the Holder and shall not be  construed  against any Person as
the drafter  hereof.  The headings of this Note are for convenience of reference

                                       17

and shall not form part of, or affect the  interpretation  of, this Note.  Terms
used in this Note but defined in the other Transaction  Documents shall have the
meanings  ascribed  to such  terms on the  Initial  Closing  Date in such  other
Transaction Documents unless otherwise consented to in writing by the Holder.

     21.  FAILURE OR INDULGENCE  NOT WAIVER.  No failure or delay on the part of
the Holder in the  exercise of any power,  right or  privilege  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege preclude other or further exercise thereof or of
any other right,  power or privilege.  No waiver shall be effective unless it is
in writing and signed by an authorized representative of the waiving party.

     22. DISPUTE RESOLUTION. In the case of a dispute as to the determination of
the Conversion Price (including,  without  limitation,  any disputed  adjustment
thereto or any dispute as to whether any issuance or sale or deemed  issuance or
sale was an issuance or sale or deemed issuance or sale of Excluded Securities),
the Company  Conversion  Price, any Redemption Price, the Closing Bid Price, the
Closing Sale Price or fair market  value (as the case may be) or the  arithmetic
calculation  of the  Conversion  Rate,  any  Note  Reduction  or the  applicable
Redemption  Price (as the case may be),  the  Company or the Holder (as the case
may be) shall submit the disputed  determinations or arithmetic calculations (as
the case may be) via facsimile (i) within two (2) Business Days after receipt of
the  applicable  notice giving rise to such dispute to the Company or the Holder
(as the case may be) or (ii) if no notice gave rise to such dispute, at any time
after the Holder learned of the  circumstances  giving rise to such dispute.  If
the  Holder and the  Company  are  unable to agree  upon such  determination  or
calculation  within two (2)  Business  Days of such  disputed  determination  or
arithmetic  calculation  (as the case may be) being  submitted to the Company or
the Holder (as the case may be), then the Company shall, within two (2) Business
Days,  submit via facsimile  (a) the disputed  determination  of the  Conversion
Price,  the Company  Conversion  Price,  any Redemption  Price,  the Closing Bid
Price,  the Closing  Sale Price or fair market  value (as the case may be) to an
independent,  reputable  investment bank selected by the Company and approved by
the Holder or (b) the disputed  arithmetic  calculation of the Conversion  Rate,
any  Note  Reduction  or  any  Redemption  Price  (as  the  case  may  be) to an
independent,  outside  accountant  selected  by the  Holder  that is  reasonably
acceptable to the Company. The Company shall cause at its expense the investment
bank or the  accountant  (as the case may be) to perform the  determinations  or
calculations  (as the case may be) and notify the  Company and the Holder of the
results  no later than ten (10)  Business  Days from the time it  receives  such
disputed  determinations  or calculations  (as the case may be). Such investment
bank's or accountant's  determination  or calculation (as the case may be) shall
be binding upon all parties absent demonstrable error.

     23. NOTICES; CURRENCY; PAYMENTS.

     (a)  Notices.  Whenever  notice is  required  to be given  under this Note,
unless otherwise provided herein,  such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
Holder with prompt  written  notice of all actions taken  pursuant to this Note,
including  in  reasonable  detail a  description  of such  action and the reason
therefore.  Without  limiting the generality of the foregoing,  the Company will
give written  notice to the Holder (i)  immediately  upon any  adjustment of the
Conversion  Price,  setting  forth in reasonable  detail,  and  certifying,  the

                                       18

calculation of such  adjustment and (ii) at least fifteen (15) days prior to the
date on which the Company closes its books or takes a record (A) with respect to
any  dividend or  distribution  upon the Common  Stock,  (B) with respect to any
grant, issuances,  or sales of any Options,  Convertible Securities or rights to
purchase stock,  warrants,  securities or other property to holders of shares of
Common  Stock  or (C)  for  determining  rights  to  vote  with  respect  to any
Fundamental Transaction,  dissolution or liquidation, provided in each case that
such  information  shall be made known to the public prior to or in  conjunction
with such notice being provided to the Holder.

     (b)  Currency.  All dollar  amounts  referred to in this Note are in United
States Dollars ("U.S. DOLLARS"),  and all amounts owing under this Note shall be
paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall
be converted  into the U.S.  Dollar  equivalent  amount in  accordance  with the
Exchange Rate on the date of calculation.  "EXCHANGE RATE" means, in relation to
any amount of currency to be converted into U.S.  Dollars pursuant to this Note,
the U.S.  Dollar  exchange  rate as published in the Wall Street  Journal on the
relevant  date of  calculation  (it being  understood  and agreed  that where an
amount is calculated  with  reference to, or over, a period of time, the date of
calculation shall be the final date of such period of time).

     (c) Payments.  Whenever any payment of cash is to be made by the Company to
any Person pursuant to this Note,  unless otherwise  expressly set forth herein,
such payment  shall be made in lawful money of the United States of America by a
certified  check  drawn on the  account of the  Company  and sent via  overnight
courier  service to such Person at such  address as  previously  provided to the
Company in writing  (which  address,  in the case of each of the  Buyers,  shall
initially be as set forth on the Schedule of Buyers  attached to the  Securities
Purchase Agreement),  provided that the Holder may elect to receive a payment of
cash via wire transfer of immediately  available  funds by providing the Company
with prior  written  notice  setting  out such  request  and the  Holder's  wire
transfer  instructions.  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.  Any  amount  of
Principal or other amounts due under the Transaction Documents which is not paid
when due shall result in a late charge being incurred and payable by the Company
in an amount  equal to interest  on such amount at the rate of eighteen  percent
(18%) per annum from the date such amount was due until the same is paid in full
("LATE CHARGE").

     24. CANCELLATION.  After all Principal,  accrued Interest, Late Charges and
other  amounts  at any time owed on this Note have been paid in full,  this Note
shall automatically be deemed canceled,  shall be surrendered to the Company for
cancellation and shall not be reissued.

     25. WAIVER OF NOTICE.  To the extent  permitted by law, the Company  hereby
irrevocably waives demand,  notice,  presentment,  protest and all other demands
and notices in connection with the delivery, acceptance, performance, default or
enforcement of this Note and the Securities Purchase Agreement.

     26.  GOVERNING LAW. This Note shall be construed and enforced in accordance
with, and all questions  concerning the construction,  validity,  interpretation
and  performance  of this Note shall be governed  by, the  internal  laws of the
State of Illinois, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)

                                       19

that would cause the application of the laws of any jurisdictions other than the
State of  Illinois.  The Company  hereby  irrevocably  submits to the  exclusive
jurisdiction of the state and federal courts sitting in Chicago,  Illinois,  for
the adjudication of any dispute hereunder or in connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such suit,  action or proceeding is improper.  Nothing contained herein
shall be  deemed to limit in any way any right to serve  process  in any  manner
permitted  by law.  In the event that any  provision  of this Note is invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the  validity  or  enforceability  of any other  provision  of this Note.
Nothing  contained herein shall be deemed or operate to preclude the Holder from
bringing  suit or taking  other  legal  action  against the Company in any other
jurisdiction to collect on the Company's  obligations to the Holder,  to realize
on any  collateral or any other security for such  obligations,  or to enforce a
judgment  or other  court  ruling in favor of the  Holder.  THE  COMPANY  HEREBY
IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,  A JURY
TRIAL FOR THE  ADJUDICATION  OF ANY DISPUTE  HEREUNDER OR IN CONNECTION  WITH OR
ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

     27. MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish
or require the  payment of a rate of interest or other  charges in excess of the
maximum  permitted  by  applicable  law.  In the event that the rate of interest
required to be paid or other charges  hereunder exceed the maximum  permitted by
such law,  any  payments in excess of such  maximum  shall be  credited  against
amounts owed by the Company to the Holder and thus refunded to the Company.

     28. CERTAIN  DEFINITIONS.  For purposes of this Note,  the following  terms
shall have the following meanings:

     (a) "ADDITIONAL  CLOSING DATE" shall have the meaning ascribed to such term
in the  Securities  Purchase  Agreement,  which  date is the  date  the  Company
initially  issued  Additional  Notes  (as  defined  in the  Securities  Purchase
Agreement) pursuant to the terms of the Securities Purchase Agreement.

     (b)  "APPROVED  STOCK PLAN" means any employee  benefit plan which has been
approved by the board of directors of the Company  prior to or subsequent to the
date hereof  pursuant to which shares of Common  Stock and  standard  options to
purchase  Common  Stock may be issued to any  employee,  officer or director for
services provided to the Company in their capacity as such.

     (c) "BLOOMBERG" means Bloomberg, L.P.

                                       20

     (d) "BUSINESS DAY" means any day other than  Saturday,  Sunday or other day
on which  commercial banks in The City of New York are authorized or required by
law to remain closed.

     (e) "CHANGE OF CONTROL" means any  Fundamental  Transaction  other than (i)
any  merger  of the  Company  or any of its,  direct or  indirect,  wholly-owned
Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization,
recapitalization  or  reclassification  of the  shares of Common  Stock in which
holders of the Company's voting power immediately prior to such  reorganization,
recapitalization  or  reclassification   continue  after  such   reorganization,
recapitalization  or  reclassification  to hold publicly traded  securities and,
directly or indirectly, are, in all material respects, the holders of the voting
power of the surviving entity (or entities with the authority or voting power to
elect the members of the board of directors (or their equivalent if other than a
corporation)   of  such   entity  or   entities)   after  such   reorganization,
recapitalization  or  reclassification,  (iii)  pursuant to a  migratory  merger
effected solely for the purpose of changing the jurisdiction of incorporation of
the  Company  or any of its  Subsidiaries  or (iv) any  Fundamental  Transaction
described on Schedule 28(g) attached hereto).

     (f) "CLOSING BID PRICE" and "CLOSING SALE PRICE" means, for any security as
of any  date,  the  last  closing  bid  price  and  last  closing  trade  price,
respectively,  for  such  security  on the  Principal  Market,  as  reported  by
Bloomberg,  or, if the Principal  Market begins to operate on an extended  hours
basis and does not  designate  the closing bid price or the closing  trade price
(as the case may be) then the last bid price or last trade price,  respectively,
of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal  securities exchange or trading
market  for such  security,  the last  closing  bid price or last  trade  price,
respectively,  of such security on the principal  securities exchange or trading
market where such security is listed or traded as reported by  Bloomberg,  or if
the  foregoing  do not apply,  the last  closing bid price or last trade  price,
respectively,  of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade  price,  respectively,  is  reported  for such  security  by
Bloomberg,  the average of the bid prices, or the ask prices,  respectively,  of
any market  makers for such  security as  reported  in the "pink  sheets" by OTC
Markets Group Inc. (formerly Pink Sheets LLC).

     (g)  "CLOSING  DATE"  shall have the  meaning  set forth in the  Securities
Purchase Agreement, which date is the date the Company initially issued the Note
pursuant to the terms of the Securities Purchase Agreement.

     (h) "COMMON STOCK" means (i) the Company's  common stock,  $0.001 par value
per share,  and (ii) any capital  stock into which such common  stock shall have
been changed or any share  capital  resulting  from a  reclassification  of such
common stock.

     (i) "CONVERTIBLE  SECURITIES" means any stock or other security (other than
Options)  that  is  at  any  time  and  under  any  circumstances,  directly  or
indirectly,   convertible  into,  exercisable  or  exchangeable  for,  or  which
otherwise entitles the holder thereof to acquire, any shares of Common Stock.

                                       21

     (j)  "ELIGIBLE  MARKET"  means the OTC Bulletin  Board,  The NASDAQ  Global
Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York
Stock  Exchange,  NYSE Arca,  the NYSE MKT, the OTCQX  Marketplace  or the OTCQB
Marketplace  operated by OTC Markets  Group Inc. (or any successor to any of the
foregoing).

     (k) "EXCLUDED  SECURITIES" means any (i) shares of Common Stock or standard
options to purchase  Common  Stock to  directors,  officers or  employees of the
Company in their capacity as such pursuant to an Approved Stock Plan (as defined
below),  provided that (A) all such issuances (taking into account the shares of
Common Stock  issuable upon  exercise of such options  granted after the date of
this Note,  but not such shares  issuable upon exercise of such options  granted
before the date of this Note) after the date hereof  pursuant to this clause (i)
do not, in the  aggregate,  exceed more than 5.0% of the Common Stock issued and
outstanding  immediately  prior to the date hereof and (B) the exercise price of
any such  options is not  lowered,  none of such options are amended to increase
the number of shares issuable  thereunder and none of the terms or conditions of
any such options are otherwise  materially  changed in any manner that adversely
affects  any of the  Buyers;  (ii)  shares  of  Common  Stock  issued  upon  the
conversion or exercise of Convertible Securities (other than standard options to
purchase Common Stock issued pursuant to an Approved Stock Plan that are covered
by  clause  (i)  above)  issued  prior to the  date  hereof,  provided  that the
conversion price of any such Convertible Securities (other than standard options
to purchase  Common  Stock  issued  pursuant to an Approved  Stock Plan that are
covered by clause (i) above) is not lowered, none of such Convertible Securities
(other than  standard  options to purchase  Common Stock  issued  pursuant to an
Approved  Stock  Plan that are  covered  by clause  (i)  above)  are  amended to
increase the number of shares issuable thereunder or extend the maturity date or
expiration date of such Convertible  Securities  (other than standard options to
purchase Common Stock issued pursuant to an Approved Stock Plan that are covered
by clause (i) above) and none of the terms or conditions of any such Convertible
Securities (other than standard options to purchase Common Stock issued pursuant
to an Approved  Stock Plan that are  covered by clause (i) above) are  otherwise
materially changed in any manner that adversely affects any of the Buyers; (iii)
the shares of Common Stock  issuable  upon  conversion of the Notes or otherwise
pursuant to the terms of the Notes and (iv) any shares of Common Stock issued to
the Holder or any of its affiliates.

     (l)  "FUNDAMENTAL  TRANSACTION"  means  that (i) the  Company or any of its
Subsidiaries shall, directly or indirectly, in one or more related transactions,
(1)  consolidate or merge with or into (whether or not the Company or any of its
Subsidiaries is the surviving corporation) any other Person, or (2) sell, lease,
license, assign,  transfer,  convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other Person, or (3) allow any
other  Person to make a purchase,  tender or exchange  offer that is accepted by
the holders of more than 50% of the  outstanding  shares of Voting  Stock of the
Company  (not  including  any shares of Voting  Stock of the Company held by the
Person or  Persons  making or party to, or  associated  or  affiliated  with the
Persons making or party to, such  purchase,  tender or exchange  offer),  or (4)
consummate a stock or share  purchase  agreement or other  business  combination
(including, without limitation, a reorganization,  recapitalization, spin-off or
scheme of arrangement)  with any other Person whereby such other Person acquires
more than 50% of the  outstanding  shares of Voting  Stock of the  Company  (not
including  any shares of Voting Stock of the Company held by the other Person or
other Persons  making or party to, or  associated  or affiliated  with the other

                                       22

Persons  making or party to,  such stock or share  purchase  agreement  or other
business combination),  or (ii) any "person" or "group" (as these terms are used
for  purposes  of  Sections  13(d)  and  14(d) of the 1934 Act and the rules and
regulations  promulgated  thereunder) is or shall become the "beneficial  owner"
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of
the aggregate ordinary voting power represented by issued and outstanding Voting
Stock of the Company.

     (m) "GAAP" means United States generally  accepted  accounting  principles,
consistently applied.

     (n) "INITIAL  CLOSING DATE" shall have the meaning ascribed to such term in
the Securities Purchase Agreement,  which date is the date the Company initially
issued Initial Notes (as defined in the Securities  Purchase Agreement) pursuant
to the terms of the Securities Purchase Agreement.

     (o) "INTEREST  RATE" means eight percent (8%) per annum, as may be adjusted
from time to time in accordance with Section 2.

     (p)  "MATURITY  DATE" shall mean January 3, 2015;  provided,  however,  the
Maturity Date may be extended at the option of the Holder (i) in the event that,
and for so long as, an Event of Default shall have occurred and be continuing or
any event shall have  occurred and be  continuing  that with the passage of time
and the failure to cure would  result in an Event of Default or (ii) through the
date that is twenty (20) Business Days after the  consummation  of a Fundamental
Transaction in the event that a Fundamental Transaction is publicly announced or
a  Fundamental  Transaction  Notice is  delivered  prior to the  Maturity  Date,
provided  further  that if a Holder  elects to convert  some or all of this Note
pursuant  to  Section 3  hereof,  and the  Conversion  Amount  would be  limited
pursuant to Section 3(d)  hereunder,  the Maturity Date shall  automatically  be
extended  until such time as such  provision  shall not limit the  conversion of
this Note.

     (q) "SECURITIES  PURCHASE AGREEMENT" means that certain Securities Purchase
Agreement,  dated as of the Initial Closing Date, by and between the Company and
the Holder  pursuant  to which the Company  issued this Note,  as may be amended
from time to time.

     (r)  "OPTIONS"  means any rights,  warrants or options to subscribe  for or
purchase shares of Common Stock or Convertible Securities.

     (s)  "PARENT  ENTITY"  of a  Person  means  an  entity  that,  directly  or
indirectly,  controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market,  or, if there is more
than one such  Person or Parent  Entity,  the Person or Parent  Entity  with the
largest  public  market  capitalization  as of the date of  consummation  of the
Fundamental Transaction.

     (t)  "PERSON"  means  an  individual,   a  limited  liability   company,  a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization,  any other  entity or a  government  or any  department  or agency
thereof.

                                       23

     (u) "PERMITTED  INDEBTEDNESS" means (i) Indebtedness evidenced by this Note
and the Other Notes,  (ii)  Indebtedness  described on Schedule  13(b)  attached
hereto and (iii)  Indebtedness  secured by Permitted  Liens described in clauses
(iv) and (v) of the definition of Permitted Liens, in an aggregate amount not to
exceed $100,000.

     (v)  "PERMITTED  LIENS"  means  (i)  any  Lien  for  taxes  not  yet due or
delinquent or being contested in good faith by appropriate proceedings for which
adequate  reserves  have been  established  in  accordance  with GAAP,  (ii) any
statutory  Lien arising in the  ordinary  course of business by operation of law
with respect to a liability  that is not yet due or  delinquent,  (iii) any Lien
created by operation of law, such as materialmen's  liens,  mechanics' liens and
other similar liens,  arising in the ordinary course of business with respect to
a liability  that is not yet due or  delinquent  or that are being  contested in
good faith by appropriate  proceedings,  (iv) Liens (A) upon or in any equipment
acquired  or  held by the  Company  or any of its  Subsidiaries  to  secure  the
purchase price of such equipment or indebtedness incurred solely for the purpose
of financing the acquisition or lease of such equipment, or (B) existing on such
equipment  at the time of its  acquisition,  provided  that the Lien is confined
solely to the property so acquired and improvements thereon, and the proceeds of
such equipment, (v) Liens incurred in connection with the extension,  renewal or
refinancing of the indebtedness secured by Liens of the type described in clause
(iv) above,  provided that any extension,  renewal or replacement  Lien shall be
limited to the property encumbered by the existing Lien and the principal amount
of the Indebtedness being extended, renewed or refinanced does not increase, and
(vi) Liens securing the Company's obligations under the Notes.

     (w)  "PRINCIPAL  MARKET"  means,  as of  any  date  of  determination,  the
principal  securities exchange or securities market on which the Common Stock is
then traded.

     (x)  "REDEMPTION  NOTICES"  means,  collectively,   the  Event  of  Default
Redemption Notices and the Company Optional Redemption Notices,  and each of the
foregoing, individually, a "REDEMPTION NOTICE."

     (y)  "REDEMPTION  PREMIUM"  means (i) in the case of the  Events of Default
described in Section 4(a) (other than Sections 4(a)(iv) through 4(a)(vi)),  140%
or (ii) in the case of the  Events of Default  described  in  Sections  4(a)(iv)
through 4(a)(vi), 100%.

     (z) "REDEMPTION  PRICES" means,  collectively,  Event of Default Redemption
Prices,  and the Company Optional  Redemption  Prices and each of the foregoing,
individually, a "REDEMPTION PRICE."

     (aa) "REGISTRATION RIGHTS AGREEMENT" means that certain registration rights
agreement,  dated as of the Initial Closing Date, by and between the Company and
the Holder  relating to, among other things,  the  registration of the resale of
the Common Stock issuable upon conversion of the Notes or otherwise  pursuant to
the terms of the Notes, as may be amended from time to time.

     (bb) "SEC" means the United States  Securities  and Exchange  Commission or
the successor thereto.

                                       24

     (cc)  "SUBSIDIARIES"  shall have the meaning as set forth in the Securities
Purchase Agreement.

     (dd) "SUCCESSOR  ENTITY" means the Person (or, if so elected by the Holder,
the Parent  Entity)  formed by,  resulting  from or  surviving  any  Fundamental
Transaction  or the Person (or, if so elected by the Holder,  the Parent Entity)
with which such Fundamental Transaction shall have been entered into.

     (ee) "TRADING DAY" means any day on which the Common Stock is traded on the
Principal  Market,  or, if the  Principal  Market is not the  principal  trading
market  for the Common  Stock,  then on the  principal  securities  exchange  or
securities  market on which  the  Common  Stock is then  traded,  provided  that
"TRADING  DAY" shall not include any day on which the Common  Stock is scheduled
to trade on such  exchange or market for less than 4.5 hours or any day that the
Common Stock is suspended  from trading during the final hour of trading on such
exchange or market (or if such  exchange or market does not designate in advance
the closing  time of trading on such  exchange  or market,  then during the hour
ending at 4:00:00 p.m.,  New York time) unless such day is otherwise  designated
as a Trading Day in writing by the Holder.

     (ff) "VOTING  STOCK" of a Person means  capital stock of such Person of the
class or classes  pursuant to which the holders  thereof have the general voting
power to elect,  or the  general  power to  appoint,  at least a majority of the
board of directors,  managers,  trustees or other similar governing body of such
Person  (irrespective  of whether or not at the time capital  stock of any other
class or  classes  shall  have or might  have  voting  power  by  reason  of the
happening of any contingency).

     29.  DISCLOSURE.  Upon  receipt or delivery by the Company of any notice in
accordance  with the terms of this Note,  unless the  Company  has in good faith
determined that the matters relating to such notice do not constitute  material,
non-public  information relating to the Company or any of its Subsidiaries,  the
Company  shall  within one (1)  Business  Day after any such receipt or delivery
publicly disclose such material,  non-public  information on a Current Report on
Form 8-K or  otherwise.  In the event that the  Company  believes  that a notice
contains material,  non-public information relating to the Company or any of its
Subsidiaries,  the Company so shall  indicate  to such Holder  contemporaneously
with  delivery of such notice,  and in the absence of any such  indication,  the
Holder shall be allowed to presume  that all matters  relating to such notice do
not constitute material,  non-public  information relating to the Company or its
Subsidiaries.  Nothing  contained in this Section 29 shall limit any obligations
of the Company, or any rights of the Holder, under Section 4.3 of the Securities
Purchase Agreement.


                            [signature page follows]


                                       25

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as
of the Issuance Date set out above.

                                     STEVIA CORP.

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:





                Senior Secured Convertible Note - Signature Page

                                       26

                                    EXHIBIT I

                                  STEVIA CORP.
                                CONVERSION NOTICE

     Reference is made to the Senior Convertible Note (the "NOTE") issued to the
undersigned by Stevia Corp., a Nevada corporation (the "COMPANY"). In accordance
with and  pursuant to the Note,  the  undersigned  hereby  elects to convert the
Conversion  Amount  (as  defined in the Note) of the Note  indicated  below into
shares of Common Stock,  $0.001 par value per share (the "COMMON STOCK"), of the
Company,  as of the date specified  below  Capitalized  terms not defined herein
shall have the meaning as set forth in the Note.

     Date of Conversion:
                        -------------------------------------------------------

          Aggregate Principal to be converted:
                                              ---------------------------------

          Aggregate  accrued and unpaid Interest and accrued
          and  unpaid  Late  Charges  with  respect  to such
          portion  of  the  Aggregate   Principal  and  such
          Aggregate Interest to be converted:
                                             ----------------------------------

     AGGREGATE CONVERSION AMOUNT
     TO BE CONVERTED:
                                             ----------------------------------

Please confirm the following information:

     Conversion Price:
                      ---------------------------------------------------------

     Number of shares of Common Stock to
     be issued:
                                             ----------------------------------

Please  issue the Common  Stock into  which the Note is being  converted  in the
following name and to the following address:

     Issue to:
               ----------------------------------------------------------------

               ----------------------------------------------------------------

               ----------------------------------------------------------------

     Facsimile Number:
                      ---------------------------------------------------------

     Holder:
            -------------------------------------------------------------------

          By:
             ------------------------------------------------------------------

                Title:
                      ---------------------------------------------------------

                                       27

Dated:
      -------------------------------------------------------------------------

      Account Number:
                     ----------------------------------------------------------
      (if electronic book entry transfer)

      Transaction Code Number:
                              -------------------------------------------------
      (if electronic book entry transfer)


                                       28

                                 ACKNOWLEDGMENT

     The Company hereby  acknowledges  this Conversion Notice and hereby directs
_________________  to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent  Instructions  dated  _____________,  20__
from the Company and acknowledged and agreed to by ________________________.

                                     STEVIA CORP.

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                       29

EX-10.1

                                                                    Exhibit 10.1

                                                               EXECUTION VERSION

                          SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES  PURCHASE AGREEMENT (the "AGREEMENT") is made as of the 3rd
day of March,  2014 by and  between  Stevia  Corp.,  a Nevada  corporation  (the
"COMPANY"), and Nomis Bay Ltd., a Bermuda company (the "Investor").

     WHEREAS,  the Company and the Investor are  executing and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by Section  4(a)(2) of the  Securities Act of 1933, as amended (the "1933 ACT"),
and Rule 506 of  Regulation  D  ("REGULATION  D") as  promulgated  by the United
States Securities and Exchange  Commission (the "COMMISSION") under the 1933 Act
(without  limiting any other such exemption which may apply to the  transactions
contemplated by this Agreement);

     WHEREAS,  the Company has  authorized  the  issuance of senior  convertible
notes, in the aggregate  original  principal  amount of $1,100,000,  in the form
attached  hereto as Exhibit A (the  "NOTES"),  which Notes shall be  convertible
into  shares of the  Company's  common  stock,  $0.001  par value per share (the
"COMMON STOCK"), in accordance with the terms of the Notes;

     WHEREAS, Investor wishes to purchase, and the Company wishes to sell at the
Initial Closing (as defined below), upon the terms and conditions stated in this
Agreement,  a Note in the aggregate  original  principal  amount as set forth in
column (3) on  Schedule I hereto  (the  "INITIAL  NOTE")  (and the Common  Stock
issuable  upon  conversion  thereof,   collectively,   the  "INITIAL  CONVERSION
SHARES");

     WHEREAS,  subject to the terms and conditions set forth in this  Agreement,
the Company may require the Investor to participate in an Additional Closing (as
defined below) for the purchase by the Investor, and the sale by the Company, of
a Note in an original  principal amount as set forth in column (4) on Schedule I
hereto (the  "ADDITIONAL  NOTE") (and the Common Stock issuable upon  conversion
thereof, collectively, the "ADDITIONAL CONVERSION SHARES" and, collectively with
the Initial Conversion Shares, the "CONVERSION SHARES");

     WHEREAS,  the Notes,  together with the Conversion  Shares, are referred to
herein as the "SECURITIES" and the offering  contemplated  hereby is referred to
herein as the "OFFERING";

     WHEREAS,  the parties  have agreed that the  obligation  to repay the Notes
shall be an unsecured obligation of the Company; and

     WHEREAS,  at the Initial  Closing,  the parties  hereto  shall  execute and
deliver a Registration Rights Agreement,  in the form attached hereto as Exhibit
B (the  "REGISTRATION  RIGHTS  AGREEMENT"),  pursuant  to which the  Company has
agreed to provide  certain  registration  rights with respect to the Registrable
Securities (as defined in the Registration Rights Agreement), under the 1933 Act
and the rules and  regulations  promulgated  thereunder,  and  applicable  state
securities laws.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which  are  hereby  acknowledged,  and in  consideration  of the

premises and the mutual agreements,  representations and warranties,  provisions
and covenants  contained  herein,  the parties  hereto,  intending to be legally
bound hereby, agree as follows:

     1. Purchase and Sale of Notes.

     1.1 Purchase and Sale of Initial Notes.  Subject to the  satisfaction  (or,
where legally  permissible,  the waiver) of the conditions set forth in Sections
4.1, the Company  shall issue and sell to the Investor,  and the Investor  shall
purchase  from the Company on the Initial  Closing Date (as defined  below),  an
Initial Note in the aggregate  original  principal amount as set forth in column
(3) on Schedule I hereto (the "INITIAL CLOSING").

     1.2 Purchase and Sale of Additional Notes. Subject to the satisfaction (or,
where legally  permissible,  the waiver) of the conditions set forth in Sections
3.2(b) and 4.1 below, the Company shall issue and sell to the Investor,  and the
Investor  shall  purchase  from the Company on the  Additional  Closing Date (as
defined below), an Additional Note in the aggregate original principal amount as
set forth in column (4) on Schedule I hereto (the "ADDITIONAL CLOSING").

     1.3 Form of Payment.

     (a) On the Initial  Closing  Date,  (i) the Investor  shall pay the Initial
Purchase Price (as defined below) (less the amounts withheld pursuant to Section
10.12) to the Company for the Initial Note to be issued and sold to the Investor
at the Initial  Closing,  by wire  transfer of  immediately  available  funds in
accordance  with the Company's  written wire  instructions  and (ii) the Company
shall  deliver  to the  Investor  an  Initial  Note  in the  aggregate  original
principal amount as set forth in column (3) on Schedule I hereto,  duly executed
on behalf of the  Company  and  registered  in the name of the  Investor  or its
designee.

     (b) On the  Additional  Closing  Date,  (i)  the  Investor  shall  pay  the
Additional Purchase Price (as defined below) (less the amounts withheld pursuant
to Section 10.12) to the Company for the  Additional  Note to be issued and sold
to the  Investor at the  Additional  Closing,  by wire  transfer of  immediately
available funds in accordance with the Company's  written wire  instructions and
(ii) the  Company  shall  deliver  to the  Investor  an  Additional  Note in the
aggregate  original  principal  amount as set forth in column (4) on  Schedule I
hereto, duly executed on behalf of the Company and registered in the name of the
Investor or its designee.

     (c) Rank.  The parties  hereto  acknowledge  that the Initial  Note and the
Additional  Note  shall be part of a single  series of notes and shall rank PARI
PASSU with each other.

     2. Purchase Price.  The purchase price for the Initial Note to be purchased
by the Investor (the "INITIAL  PURCHASE PRICE") shall be the amount as set forth
in column (5) on Schedule I hereto.  The purchase price for the Additional  Note
to be purchased by the Investor (the "ADDITIONAL  PURCHASE PRICE",  and together
with the Initial Purchase Price,  each, a "PURCHASE  PRICE") shall be the amount
as set forth in column (6) on Schedule I hereto. The Initial Note will be issued
with an original issue discount of approximately 32.0%.

                                       2

     3.  Closings.  The  Initial  Closing  and the  Additional  Closing are each
sometimes referred to in this Agreement as a "CLOSING". Each Closing shall occur
at the offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New
York, NY 10166.

     3.1 Initial Closing. The date and time of the Initial Closing (the "INITIAL
CLOSING  DATE")  shall be 10:00 a.m.  (New York City  time),  on the first (1st)
Trading Day (as defined  below) (and including the date hereof if a Trading Day)
on which the  conditions  to the Initial  Closing set forth in Section 4.1 below
are satisfied or waived.

     3.2 Additional Closing.

     (a) Additional  Closing Date. If the Company delivers an Additional Closing
Notice (as defined below),  the date and time of the Additional Closing shall be
10:00  a.m.  (New York  City  time),  on a date that is no later  than the tenth
(10th) Trading Day after the Effective Date (the "ADDITIONAL  CLOSING DATE," and
the Initial  Closing Date and the  Additional  Closing  Date are each  sometimes
referred to in this Agreement as a "CLOSING DATE").

     (b) Additional Closing  Mechanics.  Subject to the satisfaction (or waiver)
of the conditions  set forth in this Section  3.2(b) and Section 4.2 below,  the
Company shall have the right to require the Investor to purchase the  Additional
Note  on the  Additional  Closing  Date by  delivering  to the  Investor  on the
Effective  Date, by facsimile and overnight  courier at its address set forth in
Section  10.4  hereof,  an  irrevocable  written  notice  that the  Company  has
exercised its right to require the Investor to purchase the Additional Note (the
"ADDITIONAL  CLOSING  NOTICE",  and such date,  the  "ADDITIONAL  CLOSING NOTICE
DATE").  For the avoidance of doubt, the Company shall not be entitled to effect
an Additional Closing if there shall exist an Additional Note Conditions Failure
(as defined  below).  Notwithstanding  anything  herein to the contrary,  if the
Additional  Closing does not occur by August 31, 2014,  the  Company's  right to
effect an Additional Closing hereunder shall automatically terminate.

     4. Closing Conditions; Certain Covenants.

     4.1 Conditions to the Initial Closing.

     (a) Conditions of the Company to the Initial Closing. The obligation of the
Company  to sell and issue  the  Initial  Note to the  Investor  at the  Initial
Closing is subject to the fulfillment, to the Company's reasonable satisfaction,
prior to or at the Initial Closing, of each of the following conditions:

     (i) Representations  and Warranties.  The representations and warranties of
the  Investor  contained  in  this  Agreement  (x)  that  are not  qualified  by
"materiality"  shall have been true and correct in all  material  respects  when
made and shall be true and  correct in all  material  respects as of the Initial
Closing Date with the same force and effect as if made on such dates,  except to
the extent such  representations and warranties are as of another date, in which
case,  such  representations  and  warranties  shall be true and  correct in all
material  respects  as of  such  other  date  and  (y)  that  are  qualified  by
"materiality"  shall have been true and correct  when made and shall be true and
correct as of the Initial Closing Date with the same force and effect as if made
on such dates,  except to the extent such  representations and warranties are as

                                       3

of another date, in which case,  such  representations  and warranties  shall be
true and correct as of such other date.

     (ii) Initial  Purchase  Price. At the Initial  Closing,  the Investor shall
have  tendered  to the  Company  the  Initial  Purchase  Price (less the amounts
withheld  pursuant to Section 10.12) by wire transfer of  immediately  available
funds to the  account  specified  in  writing by the  Company  prior to the date
hereof.

     (iii) Registration Rights Agreement.  The Investor shall have duly executed
and delivered the Registration Rights Agreement to the Company.

     (iv) No Injunction. No statute, regulation,  order, decree, writ, ruling or
injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation  of or which  would  materially  modify  or  delay  any of the
transactions contemplated by the Transaction Documents.

     (b)  Conditions to the Investor to the Initial  Closing.  The obligation of
the  Investor to purchase  the Initial  Note to be issued to the Investor at the
Initial Closing is subject to the satisfaction,  or (where legally  permissible)
the  waiver  by the  Investor,  on the  Initial  Closing  Date,  of  each of the
following conditions:

     (i) Representations  and Warranties.  The representations and warranties of
the  Company  contained  in  this  Agreement  (x)  that  are  not  qualified  by
"materiality"  or "Material  Adverse Effect" shall have been true and correct in
all  material  respects  when made and shall be true and correct in all material
respects  as of the  Initial  Closing  Date with the same force and effect as if
made on such dates, except to the extent such representations and warranties are
as of another date, in which case, such  representations and warranties shall be
true and correct in all material respects as of such other date and (y) that are
qualified by "materiality" or "Material Adverse Effect" shall have been true and
correct  when made and shall be true and correct as of the Initial  Closing Date
with the same  force and effect as if made on such  dates,  except to the extent
such  representations and warranties are as of another date, in which case, such
representations and warranties shall be true and correct as of such other date.

     (ii)  Performance  of  the  Company.  The  Company  shall  have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions  required by this Agreement and the Registration Rights Agreement
to be  performed,  satisfied or complied  with by the Company at or prior to the
Initial  Closing Date.  The Company shall have  delivered to the Investor on the
Initial  Closing Date a written  certification  by an  executive  officer of the
Company to the foregoing substantially in the form attached hereto as Exhibit C.

     (iii) No  Suspension  of Trading in or Notice of Delisting of Common Stock.
Trading in the Common Stock shall not have been suspended by the Commission, the
Trading  Market or the FINRA (except for any  suspension of trading of less than
fourteen (14) days,  which  suspension  shall be terminated prior to the Initial
Closing  Notice  Date),  the  Company  shall  not have  received  any  final and

                                       4

non-appealable  notice that the listing or  quotation of the Common Stock on the
Trading Market shall be terminated on a date certain (unless, prior to such date
certain,  the  Common  Stock is listed or quoted on any other  Trading  Market),
trading in securities generally as reported on the Trading Market shall not have
been  suspended or limited,  nor shall a banking  moratorium  have been declared
either by the U.S. or New York State  authorities  (except  for any  suspension,
limitation or moratorium  which shall be terminated prior to the Initial Closing
Notice  Date),  there shall not have been imposed any  suspension  of electronic
trading or settlement  services by the  Depository  Trust  Company  ("DTC") with
respect  to the Common  Stock that is  continuing,  the  Company  shall not have
received  any notice  from DTC to the effect  that a  suspension  of  electronic
trading or settlement  services by DTC with respect to the Common Stock is being
imposed or is contemplated  (unless,  prior to such  suspension,  DTC shall have
notified the Company in writing that DTC has  determined  not to impose any such
suspension),  nor shall there have occurred any material  outbreak or escalation
of hostilities or other  national or  international  calamity or crisis that has
had or would  reasonably  be expected to have a material  adverse  change in any
U.S. financial, credit or securities market that is continuing.

     (iv)  Compliance  with  Laws.  The  Company  shall have  complied  with all
applicable  federal,  state and local governmental laws, rules,  regulations and
ordinances in connection  with the execution,  delivery and  performance of this
Agreement and the other Transaction  Documents (as defined below) to which it is
a  party  and the  consummation  of the  transactions  contemplated  hereby  and
thereby,  including,  without  limitation,  the Company  shall have obtained all
permits and qualifications  required by any applicable state securities or "Blue
Sky"  laws  for the  offer  and sale of the  Securities  by the  Company  to the
Investor).

     (v) No Injunction. No statute,  regulation,  order, decree, writ, ruling or
injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation  of or which  would  materially  modify  or  delay  any of the
transactions contemplated by the Transaction Documents.

     (vi) No Proceedings or Litigation. No action, suit or proceeding before any
arbitrator or any court or  governmental  authority shall have been commenced or
threatened,  and no inquiry or investigation by any governmental authority shall
have been commenced or threatened, against the Company or any Subsidiary, or any
of the  officers,  directors  or  affiliates  of the Company or any  Subsidiary,
seeking to  restrain,  prevent or change the  transactions  contemplated  by the
Transaction  Documents,  or seeking  material  damages in  connection  with such
transactions.

     (vii)  Listing of  Securities.  All of the  Conversion  Shares  that may be
issued  pursuant to the Notes shall have been  approved for listing or quotation
on the Trading Market as of the Initial Closing Date,  subject only to notice of
issuance.

     (viii) No Material Adverse Effect. No condition, occurrence, state of facts
or event  constituting  a Material  Adverse  Effect  shall have  occurred and be
continuing.

                                       5

     (ix) Initial Note. At the Initial Closing,  the Company shall have tendered
to the Investor the Initial Note.

     (x) Registration Rights Agreement. The Company shall have duly executed and
delivered the Registration Rights Agreement to the Investor.

     (xi) Current Public  Information.  All reports,  schedules,  registrations,
forms,  statements,  information and other documents required to have been filed
by the Company with the Commission pursuant to the reporting requirements of the
1934 Act, including all material required to have been filed pursuant to Section
13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission  under
the 1934 Act.

     4.2 Conditions to the Additional Closing.

     (a) Conditions of the Company to the Additional Closing.  The obligation of
the  Company  to sell and  issue  the  Additional  Note to the  Investor  at the
Additional  Closing is subject to the fulfillment,  to the Company's  reasonable
satisfaction,  prior to or at the Additional  Closing,  of each of the following
conditions:

     (i) Representations  and Warranties.  The representations and warranties of
the  Investor  contained  in  this  Agreement  (x)  that  are not  qualified  by
"materiality"  shall have been true and correct in all  material  respects  when
made and shall be true and correct in all material respects as of the Additional
Closing Date with the same force and effect as if made on such dates,  except to
the extent such  representations and warranties are as of another date, in which
case,  such  representations  and  warranties  shall be true and  correct in all
material  respects  as of  such  other  date  and  (y)  that  are  qualified  by
"materiality"  shall have been true and correct  when made and shall be true and
correct as of the  Additional  Closing Date with the same force and effect as if
made on such dates, except to the extent such representations and warranties are
as of another date, in which case, such  representations and warranties shall be
true and correct as of such other date.

     (ii) No Injunction. No statute, regulation,  order, decree, writ, ruling or
injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation  of or which  would  materially  modify  or  delay  any of the
transactions contemplated by the Transaction Documents.

     (b) Conditions of the Investor to the Additional Closing. The obligation of
the Investor to purchase the Additional Note to be issued to the Investor at the
Additional   Closing  is  subject  to  the   satisfaction,   or  (where  legally
permissible) the waiver by the Investor, on the Additional Closing Date, of each
of the following conditions:

     (i) Representations  and Warranties.  The representations and warranties of
the  Company  contained  in  this  Agreement  (x)  that  are  not  qualified  by
"materiality"  or "Material  Adverse Effect" shall have been true and correct in
all  material  respects  when made and shall be true and correct in all material
respects as of the Additional  Closing  Notice Date and the  Additional  Closing

                                       6

Date with the same  force and  effect  as if made on such  dates,  except to the
extent such  representations  and  warranties  are as of another  date, in which
case,  such  representations  and  warranties  shall be true and  correct in all
material  respects  as of  such  other  date  and  (y)  that  are  qualified  by
"materiality" or "Material Adverse Effect" shall have been true and correct when
made and shall be true and correct as of the Additional  Closing Notice Date and
the  Additional  Closing  Date with the same force and effect as if made on such
dates,  except to the  extent  such  representations  and  warranties  are as of
another date, in which case, such  representations  and warranties shall be true
and correct as of such other date.

     (ii)  Performance  of  the  Company.  The  Company  shall  have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement, the Initial Note and the Registration
Rights  Agreement to be performed,  satisfied or complied with by the Company at
or prior to the Additional  Closing Notice Date and the Additional  Closing Date
(as  applicable).  The  Company  shall have  delivered  to the  Investor  on the
Additional  Closing Date a written  certification by an executive officer of the
Company to the foregoing substantially in the form attached hereto as Exhibit C.

     (iii) Registration Statement Effective.  The Initial Registration Statement
(as defined in the  Registration  Rights  Agreement)  covering the resale by the
Investor of the Registrable  Securities covered thereby shall have been declared
effective under the Securities Act by the Commission and shall remain effective,
and the Investor shall be permitted to utilize the Prospectus  therein to resell
such Registrable Securities.

     (iv) No Material Notices.  None of the following events shall have occurred
and be  continuing:  (a) receipt of any request by the  Commission  or any other
federal or state governmental  authority for any additional information relating
to the  Registration  Statement,  the Prospectus (as defined in the Registration
Rights  Agreement) or any  supplement  to the  Prospectus  (each,  a "PROSPECTUS
SUPPLEMENT"),  or  for  any  amendment  of or  supplement  to  the  Registration
Statement, the Prospectus, or any Prospectus Supplement; (b) the issuance by the
Commission  or any other  federal or state  governmental  authority  of any stop
order suspending the effectiveness of the Registration  Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement,  or of the
suspension of  qualification  or exemption from  qualification of the Securities
for offering or sale in any  jurisdiction,  or the  initiation  or  contemplated
initiation  of any  proceeding  for such purpose;  or (c) the  occurrence of any
event or the  existence  of any  condition  or state of facts,  which  makes any
statement of a material fact made in the Registration Statement,  the Prospectus
or any  Prospectus  Supplement  untrue  or  which  requires  the  making  of any
additions  to or  changes  to the  statements  then  made  in  the  Registration
Statement,  the  Prospectus  or any  Prospectus  Supplement  in order to state a
material fact required by the  Securities  Act to be stated therein or necessary
in order to make the statements then made therein (in the case of the Prospectus
or any Prospectus  Supplement,  in light of the  circumstances  under which they
were made) not  misleading,  or which requires an amendment to the  Registration
Statement or a supplement  to the  Prospectus  or any  Prospectus  Supplement to
comply with the  Securities  Act or any other law (other  than the  transactions
contemplated by the Additional Closing Notice and the settlement  thereof).  The

                                       7

Company  shall have no knowledge of any event that could  reasonably be expected
to have the  effect  of  causing  the  suspension  of the  effectiveness  of the
Registration  Statement  or the  prohibition  or  suspension  of the  use of the
Prospectus or any  Prospectus  Supplement  in connection  with the resale of the
Registrable Securities by the Investor.

     (v) No  Suspension  of Trading in or Notice of Delisting  of Common  Stock.
Trading in the Common Stock shall not have been suspended by the Commission, the
Trading  Market or the FINRA (except for any  suspension of trading of less than
fourteen (14) days, which suspension shall be terminated prior to the Additional
Closing  Notice  Date),  the  Company  shall  not have  received  any  final and
non-appealable  notice that the listing or  quotation of the Common Stock on the
Trading Market shall be terminated on a date certain (unless, prior to such date
certain,  the  Common  Stock is listed or quoted on any other  Trading  Market),
trading in securities generally as reported on the Trading Market shall not have
been  suspended or limited,  nor shall a banking  moratorium  have been declared
either by the U.S. or New York State  authorities  (except  for any  suspension,
limitation  or  moratorium  which shall be  terminated  prior to the  Additional
Closing  Notice  Date),  there  shall not have been  imposed any  suspension  of
electronic  trading or  settlement  services  by DTC with  respect to the Common
Stock that is  continuing,  the Company  shall not have received any notice from
DTC to the effect that a suspension of electronic trading or settlement services
by DTC with  respect to the  Common  Stock is being  imposed or is  contemplated
(unless,  prior to such  suspension,  DTC shall  have  notified  the  Company in
writing that DTC has  determined not to impose any such  suspension),  nor shall
there have occurred any material  outbreak or escalation of hostilities or other
national or international calamity or crisis that has had or would reasonably be
expected  to have a material  adverse  change in any U.S.  financial,  credit or
securities market that is continuing.

     (vi)  Compliance  with  Laws.  The  Company  shall have  complied  with all
applicable  federal,  state and local governmental laws, rules,  regulations and
ordinances in connection  with the execution,  delivery and  performance of this
Agreement  and the other  Transaction  Documents  to which it is a party and the
consummation of the  transactions  contemplated  hereby and thereby,  including,
without   limitation,   the  Company   shall  have   obtained  all  permits  and
qualifications  required by any applicable  state  securities or "Blue Sky" laws
for the offer and sale of the  Securities by the Company to the Investor and the
subsequent  resale of the Registrable  Securities by the Investor (or shall have
the availability of exemptions therefrom).

     (vii) No Injunction. No statute, regulation, order, decree, writ, ruling or
injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation  of or which  would  materially  modify  or  delay  any of the
transactions contemplated by the Transaction Documents.

     (viii) No Proceedings or Litigation.  No action,  suit or proceeding before
any arbitrator or any court or governmental  authority shall have been commenced
or threatened,  and no inquiry or investigation  by any  governmental  authority
shall have been commenced or threatened,  against the Company or any Subsidiary,
or  any  of  the  officers,  directors  or  affiliates  of  the  Company  or any

                                       8

Subsidiary, seeking to restrain, prevent or change the transactions contemplated
by the Transaction  Documents,  or seeking  material  damages in connection with
such transactions.

     (ix) Listing of Securities. All of the Conversion Shares that may be issued
pursuant to the Notes shall have been  approved  for listing or quotation on the
Trading Market as of the Closing Date, subject only to notice of issuance.

     (x) No Material Adverse Effect. No condition, occurrence, state of facts or
event  constituting  a  Material  Adverse  Effect  shall  have  occurred  and be
continuing.

     (xi)  Delivery  of  Initial  Conversion  Shares.  The  Company  shall  have
delivered on a timely basis all of the Initial  Conversion  Shares issuable upon
any conversion of the Initial Note by the Investor, as applicable.

     (xii) Opinion of Counsel.  On the  Additional  Closing  Date,  the Investor
shall have  received an opinion from outside  counsel to the Company,  dated the
Additional  Closing Date, in the form mutually  agreed to by the parties  hereto
prior to the date hereof.

     (xiii) Additional Note. At the Additional  Closing,  the Company shall have
tendered to the Investor the Additional Note.

     (xiv) Current  Public  Information.  The Current  Report (as defined below)
shall have been filed with the  Commission as required  pursuant to Section 4.3,
and the Initial Press Release and the Additional  Press Release (each as defined
below) shall have been issued by the Company in accordance with Section 4.3. All
reports,  schedules,  registrations,  forms,  statements,  information and other
documents  required  to have  been  filed by the  Company  with  the  Commission
pursuant to the reporting  requirements of the 1934 Act,  including all material
required to have been filed  pursuant to Section 13(a) or 15(d) of the 1934 Act,
shall have been filed with the Commission under the 1934 Act.

     (xv) No Additional Note Conditions  Failure.  No Additional Note Conditions
Failure shall exist.

     4.3 Securities  Law  Disclosure;  Publicity.  The Company shall (a) by 9:00
a.m. (New York City time) on the Trading Day  immediately  following the Initial
Closing Date, issue a press release in form and substance reasonably  acceptable
to the Investor  disclosing the material terms of the transactions  contemplated
hereby (the "INITIAL PRESS  RELEASE") and (b) issue a Current Report on Form 8-K
(the  "CURRENT  REPORT")  disclosing  the  material  terms  of the  transactions
contemplated  hereby,  and  including  the  Transaction  Documents  as  exhibits
thereto,  within the time  required by the 1934 Act. From and after the issuance
of the Initial Press  Release,  the Company  represents to the Investor that the
Company shall have  publicly  disclosed  all  material,  non-public  information
delivered  to  the  Investor  as of  such  time  by  the  Company  or any of its
subsidiaries,  or any of their  respective  officers,  directors,  employees  or
agents in  connection  with the  transactions  contemplated  by the  Transaction
Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the
Trading Day immediately  following the Additional  Closing Notice Date,  issue a
press  release  in form and  substance  reasonably  acceptable  to the  Investor

                                       9

disclosing that the Company has elected to deliver an Additional  Closing Notice
to the Investor (the "ADDITIONAL PRESS RELEASE"). From and after the issuance of
the Additional  Press Release,  the Company  represents to the Investor that the
Company shall have  publicly  disclosed  all  material,  non-public  information
delivered  to  the  Investor  as of  such  time  by  the  Company  or any of its
subsidiaries,  or any of their  respective  officers,  directors,  employees  or
agents in  connection  with the  transactions  contemplated  by the  Transaction
Documents.  The  Company  shall  afford  the  Investor  and its  counsel  with a
reasonable  opportunity  to review and  comment  upon,  shall  consult  with the
Investor  and its  counsel  on the form and  substance  of,  and shall  give due
consideration  to all such  comments  from the  Investor  or its counsel on, any
press release,  Commission  filing or any other public  disclosure made by or on
behalf of the Company relating to the Investor,  its purchases  hereunder or any
aspect of the Transaction  Documents or the transactions  contemplated  thereby,
prior to the  issuance,  filing or public  disclosure  thereof,  and the Company
shall not issue,  file or publicly  disclose any such  information  to which the
Investor  shall  object.  For the  avoidance of doubt,  the Company shall not be
required to submit for review any such disclosure  contained in periodic reports
filed with the  Commission  under the Exchange  Act if it shall have  previously
provided the same disclosure for review in connection with a previous filing.

     4.4 Legends.  The  Securities  may only be disposed of in  compliance  with
state and federal securities laws. In connection with any transfer of Securities
other than  pursuant  to an  effective  registration  statement  or Rule 144 (as
defined  below),  to  the  Company  or to an  affiliate  of the  Investor  or in
connection  with a pledge,  the Company may  require the  transferor  thereof to
provide to the  Company an opinion of counsel  selected  by the  transferor  and
reasonably  acceptable  to the Company,  the form and substance of which opinion
shall be  reasonably  satisfactory  to the  Company,  to the  effect  that  such
transfer does not require registration of such transferred  Securities under the
1933 Act. The Investor  understands  that the  certificate  or other  instrument
representing  the Notes and the stock  certificates  representing the Conversion
Shares,  except as set forth  below,  shall  bear any  legends  as  required  by
applicable  state  securities  or "Blue Sky" laws in addition  to a  restrictive
legend in  substantially  the following form (and a  stop-transfer  order may be
placed against transfer of such stock certificates):

          [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
     BY  THIS   CERTIFICATE   NOR  THE  SECURITIES  INTO  WHICH  THESE
     SECURITIES ARE CONVERTIBLE HAVE BEEN] [THE SECURITIES REPRESENTED
     BY  THIS   CERTIFICATE   HAVE  NOT  BEEN]  REGISTERED  UNDER  THE
     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
     TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
     ACCEPTABLE  TO THE  COMPANY,  THAT  REGISTRATION  IS NOT REQUIRED
     UNDER  SAID  ACT OR  (II)  UNLESS  SOLD  OR  ELIGIBLE  TO BE SOLD
     PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
     THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A

                                       10

     BONA FIDE MARGIN  ACCOUNT OR OTHER LOAN OR FINANCING  ARRANGEMENT
     SECURED BY THE SECURITIES.

     The Company  shall use its  reasonable  best  efforts to cause its transfer
agent to remove the legend set forth  above and to issue a  certificate  without
such  legend to the holder of the  Securities  upon which it is  stamped,  or to
issue to such holder by electronic delivery at the applicable balance account at
DTC, unless  otherwise  required by state securities or "blue sky" laws, at such
time as (i) such  Securities  are registered for resale under the 1933 Act, (ii)
in connection with a sale,  assignment or other  transfer,  such holder provides
the Company with an opinion of counsel,  in a form  generally  acceptable to the
Company's legal counsel, to the effect that such sale, assignment or transfer of
the  Securities  may be made without  registration  under the 1933 Act, or (iii)
such holder provides the Company and its legal counsel with reasonable assurance
in writing that the Securities can be sold, assigned or transferred  pursuant to
Rule 144 or Rule 144A. In furtherance of the foregoing, the Company agrees that,
following  the  Effective  Date or at such time as such  legend is not  required
pursuant to this  Section 4.4, the Company  shall,  no later than three  Trading
Days following the delivery by the Investor to the Company or the Transfer Agent
of a certificate representing Conversion Shares issued with a restrictive legend
(such third  Trading  Day, the "LEGEND  REMOVAL  DATE"),  either:  (A) issue and
deliver  (or cause to be issued and  delivered)  to the  Investor a  certificate
representing  such  Conversion  Shares,  as  applicable,  that is free  from all
restrictive  and other  legends  or (B) cause the  Transfer  Agent to credit the
Investor's or its designee's  account at DTC through its  Deposit/Withdrawal  at
Custodian  (DWAC)  system  with a number of shares of Common  Stock equal to the
number of Conversion  Shares,  as applicable,  represented by the certificate so
delivered  by the  Investor.  If the  Company  fails on or  prior to the  Legend
Removal  Date to  either  (i)  issue and  deliver  (or  cause to be  issued  and
delivered) to the Investor a certificate  representing the Conversion Shares, as
applicable,  that is free from all  restrictive  and other legends or (ii) cause
the Transfer Agent to credit the balance account of the Investor or its designee
at DTC through its  Deposit/Withdrawal  at Custodian (DWAC) system with a number
of shares of Common  Stock  equal to the  number of the  Conversion  Shares,  as
applicable,  represented by the certificate  delivered by the Investor  pursuant
hereto, and if on or after the Legend Removal Date the Investor purchases (in an
open  market  transaction  or  otherwise)  shares of Common  Stock to deliver in
satisfaction  of a sale by the  Investor  of  shares of  Common  Stock  that the
Investor anticipated  receiving from the Company without any restrictive legend,
then the Company shall,  within three Trading Days after the Investor's request,
pay cash to the Investor in an amount  equal to the  Investor's  total  purchase
price (including brokerage  commissions,  if any) for the shares of Common Stock
so purchased,  at which point the Company's  obligation to deliver a certificate
or credit the  Investor's  or its  designee's  account at DTC for such shares of
Common Stock shall terminate and such shares shall be cancelled.

     4.5 Short  Sales.  So long as the Notes  remain  outstanding,  neither  the
Investor nor any of its  affiliates  nor any entity managed or controlled by the
Investor  (collectively,  the "RESTRICTED  PERSONS" and each of the foregoing is
referred to herein as a  "RESTRICTED  PERSON")  shall,  directly or  indirectly,
engage in any Short Sales  involving the Company's  securities.  Notwithstanding
the  foregoing,  it is expressly  understood  and agreed that nothing  contained
herein shall (without  implication  that the contrary  would  otherwise be true)
prohibit any  Restricted  Person from: (1) selling "long" (as defined under Rule
200 promulgated under Regulation SHO) the Securities; or (2) selling a number of
shares of  Common  Stock  equal to the  number of  Conversion  Shares  that such

                                       11

Restricted  Person is entitled to receive under a pending  Conversion Notice (as
defined  in the  Notes)  but  has not yet  taken  possession  of so long as such
Restricted  Person  delivers the Conversion  Shares  purchased  pursuant to such
Conversion Notice to the purchaser thereof;  provided,  however, such Restricted
Person shall not be required to so deliver any such Conversion Shares subject to
such  Conversion  Notice if the  Company  fails for any reason to  deliver  such
Conversion  Shares to the Investor on the  applicable  settlement  date upon the
terms and subject to the provisions of the Notes.

     5.  Representations  and Warranties of the Company.  Except as set forth in
the Disclosure  Schedules,  which  Disclosure  Schedules  shall be deemed a part
hereof and shall  qualify any  representation  or  otherwise  made herein to the
extent  of  the  disclosure  contained  in  the  corresponding  section  of  the
Disclosure Schedules, the Company hereby makes the following representations and
warranties  to the  Investors as of the Initial  Closing  Date,  the  Additional
Closing  Notice Date and the  Additional  Closing  Date (each a  "REPRESENTATION
DATE"):

     5.1  Organization,  Good  Standing  and  Qualification.  The  Company  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada.  The Company is duly qualified to transact  business and
is in good  standing  in each  jurisdiction  in which the  failure to so qualify
would have a Material Adverse Effect.

     5.2  Capitalization  and Voting Rights. The authorized capital stock of the
Company and the shares thereof issued and  outstanding  were as set forth in the
Public Reports as of the dates reflected therein.  All of the outstanding shares
of Common Stock have been duly authorized and validly issued, and are fully paid
and nonassessable. Except as set forth in the Public Reports, this Agreement and
the Registration Rights Agreement, there are no agreements or arrangements under
which the Company is obligated to register the sale of any securities  under the
Securities Act.  Except as set forth in the Public Reports,  no shares of Common
Stock are  entitled  to  preemptive  rights  and there are no  outstanding  debt
securities and no contracts,  commitments,  understandings,  or  arrangements by
which the  Company  is or may  become  bound to issue  additional  shares of the
capital stock of the Company or options,  warrants,  scrip,  rights to subscribe
to, calls or commitments of any character  whatsoever relating to, or securities
or rights  convertible into or exchangeable  for, any shares of capital stock of
the  Company  other than  those  issued or  granted  in the  ordinary  course of
business pursuant to the Company's equity incentive and/or compensatory plans or
arrangements. Except for customary transfer restrictions contained in agreements
entered into by the Company to sell restricted securities or as set forth in the
Public  Reports,  the Company is not a party to, and it has no knowledge of, any
agreement  restricting the voting or transfer of any shares of the capital stock
of the Company. Except as set forth in the Public Reports, the offer and sale of
all capital stock, convertible or exchangeable  securities,  rights, warrants or
options  of the  Company  issued  prior to the  applicable  Representation  Date
complied  with  all  applicable  federal  and  state  securities  laws,  and  no
stockholder has any right of rescission or damages or any "put" or similar right
with respect thereto that would have a Material  Adverse  Effect.  Except as set
forth in the Public Reports,  there are no securities or instruments  containing
anti-dilution  or similar  provisions that will be triggered by the Notes,  this
Agreement  or the  Registration  Rights  Agreement  or the  consummation  of the
transactions described herein or therein.

     5.3  Authorization;  Enforcement.  All corporate  action on the part of the
Company,   its   officers,   directors  and   stockholders   necessary  for  the

                                       12

authorization,  execution  and  delivery  of  this  Agreement,  the  Notes,  the
Registration Rights Agreement (the "TRANSACTION  DOCUMENTS") and the performance
of  all  obligations  of  the  Company   hereunder  and   thereunder,   and  the
authorization (or reservation for issuance), sale and issuance of the Notes, and
the Common Stock into which the Notes is convertible or  exercisable,  have been
taken on or prior to the date hereof. Each of the Transaction Documents has been
duly  executed by the Company and, when  delivered in accordance  with the terms
hereof and thereof,  will  constitute  the valid and binding  obligation  of the
Company  enforceable  against the Company in accordance with its terms,  except:
(i) as  limited by  general  equitable  principles  and  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors' rights  generally,  (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable  remedies  and  (iii)  insofar  as  indemnification  and  contribution
provisions may be limited by applicable law.

     5.4 Valid Issuance of the Conversion Shares; Reservation of Shares. Each of
the Notes has been duly  authorized  and, when issued and paid for in accordance
with  this  Agreement,   will  be  duly  and  validly  issued,  fully  paid  and
nonassessable, and free and clear of all Liens imposed by the Company other than
restrictions  on transfer  under this Agreement and under  applicable  state and
federal  securities  laws.  The  Conversion  Shares when issued and delivered in
accordance  with the terms of this Agreement and the Notes,  as applicable,  for
the consideration expressed herein and therein, will be duly and validly issued,
fully  paid and  non-assessable  and free and clear of all Liens  imposed by the
Company  other than  restrictions  on transfer  under this  Agreement  and under
applicable state and federal  securities laws. The Company has reserved from its
duly authorized  capital stock a sufficient number of shares of Common Stock for
issuance of the Conversion Shares as required by Section 8 of the Notes.

     5.5  Offering.  Subject  to  the  truth  and  accuracy  of  the  Investor's
representations set forth in Section 6 of this Agreement, the offer and issuance
of the  Securities  as  contemplated  by this  Agreement  are  exempt  from  the
registration  requirements  of the Securities Act of 1933, as amended (the "1933
ACT"), and the  qualification  or registration  requirements of state securities
laws or other  applicable blue sky laws.  Neither the Company nor any authorized
agent acting on its behalf will take any action  hereafter  that would cause the
loss of such exemptions.

     5.6 Public Reports.  The Company is current in its filing obligations under
the 1934 Act,  including without  limitation as to its filings of Annual Reports
on Form 10-K,  Quarterly  Reports on Form 10-Q and  Current  Reports on Form 8-K
(collectively,  the  "PUBLIC  REPORTS").  The Public  Reports do not contain any
untrue  statement of a material fact or omit to state any fact necessary to make
any statement therein not misleading.  The financial  statements included within
the  Public  Reports  for the  fiscal  year  ended  March 31,  2013 and for each
quarterly period  thereafter (the "FINANCIAL  STATEMENTS") have been prepared in
accordance with generally accepted  accounting  principles ("GAAP") applied on a
consistent  basis throughout the periods  indicated and with each other,  except
that unaudited  Financial  Statements  may not contain all footnote  required by
generally  accepted  accounting  principles.  The  Financial  Statements  fairly
present, in all material respects, the financial condition and operating results
of the Company as of the dates, and for the periods,  indicated therein, subject
in  the  case  of  unaudited  Financial  Statements  to  normal  year-end  audit
adjustments.

                                       13

     5.7  Compliance  With Laws.  The  Company has not  violated  any law or any
governmental  regulation  or  requirement  which  violation  has  had  or  would
reasonably be expected to have a Material Adverse Effect on its business and the
Company has not received written notice of any such violation.

     5.8 Violations.  The consummation of the  transactions  contemplated by the
Transaction  Documents and all other  documents and  instruments  required to be
delivered in connection  therewith  will not result in or constitute  any of the
following: (a) a violation of any provision of the certificate of incorporation,
bylaws or other  governing  documents  of the  Company;  (b) a violation  of any
provisions  of any  applicable  law or of any  writ or  decree  of any  court or
governmental  instrumentality;  (c) a default or an event  that,  with notice or
lapse of time or both,  would be a default,  breach,  or  violation  of a lease,
license,  promissory note,  conditional sales contract,  commitment,  indenture,
mortgage, deed of trust, or other agreement, instrument, or arrangement to which
the Company is a party or by which the Company or its property is bound;  (d) an
event that would permit any party to terminate  any  agreement or to  accelerate
the maturity of any indebtedness or other obligation of the Company;  or (e) the
creation or imposition of any lien, pledge, option, security agreement,  equity,
claim,  charge,  encumbrance  or other  restriction or limitation on the capital
stock or on any of the properties or assets of the Company.

     5.9 Consents;  Waivers.  No consent,  waiver,  approval or authority of any
nature,  or other formal  action,  by any person,  firm or  corporation,  or any
agency,  bureau or department of any government or any subdivision  thereof, not
already  obtained,  is required in connection with the execution and delivery of
the Transaction  Documents by the Company or the  consummation by the Company of
the transactions provided for herein and therein.

     5.10  Sarbanes-Oxley  Act.  The Company is in  compliance  with any and all
applicable  requirements of the Sarbanes-Oxley Act of 2002 that are effective as
of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof.

     5.11 Absence of Litigation.  There is no action, suit, proceeding,  inquiry
or  investigation  before or by any  court,  public  board,  government  agency,
self-regulatory  organization  or  body  pending  or,  to the  knowledge  of the
Company, threatened against or affecting the Company, the Common Stock or any of
the Company's officers or directors in their capacities as such.

     5.12 Material  Changes;  Undisclosed  Events,  Liabilities or Developments.
Since the date of the latest audited  financial  statements  included within the
Public Reports,  except as specifically  disclosed in a subsequent Public Report
filed  prior to the date  hereof:  (i) there has been no  event,  occurrence  or
development  that has had or that could  reasonably  be  expected to result in a
Material  Adverse  Effect,  (ii) the Company has not  incurred  any  liabilities
(contingent  or otherwise)  other than (A) trade  payables and accrued  expenses
incurred in the ordinary  course of business  consistent  with past practice and
(B)  liabilities  not  required  to be  reflected  in  the  Company's  financial
statements  pursuant to GAAP or disclosed  in filings made with the  Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has
not declared or made any dividend or  distribution  of cash or other property to
its  stockholders  or purchased,  redeemed or made any agreements to purchase or

                                       14

redeem any shares of its  capital  stock and (v) the  Company has not issued any
equity  securities  to any officer,  director or affiliate,  except  pursuant to
existing  Company stock option plans.  The Company does not have pending  before
the Commission any request for confidential treatment of information. Except for
the  issuance  of the  Securities  contemplated  by this  Agreement,  no  event,
liability, fact, circumstance,  occurrence or development has occurred or exists
or is  reasonably  expected to occur or exist with respect to the Company or its
Subsidiaries or their respective businesses,  properties,  operations, assets or
financial condition, that would be required to be disclosed by the Company under
applicable  securities  laws at the time this  representation  is made or deemed
made that has not been publicly  disclosed at least one Trading Day prior to the
date that this representation is made.

     5.13  Intellectual  Property.  The Company  has, or has rights to use,  all
patents, patent applications, trademarks, trademark applications, service marks,
trade  names,  trade  secrets,  inventions,   copyrights,   licenses  and  other
intellectual  property  rights and  similar  rights as  described  in the Public
Reports as  necessary or required for use in  connection  with their  respective
businesses and which the failure to so have could have a Material Adverse Effect
(collectively, the "INTELLECTUAL PROPERTY RIGHTS"). None of, and the Company has
not  received a notice  (written  or  otherwise)  that any of, the  Intellectual
Property  Rights has expired,  terminated or been  abandoned,  or is expected to
expire or terminate or be abandoned,  within two (2) years from the date of this
Agreement.  The Company has not received,  since the date of the latest  audited
financial  statements  included within the Public Reports, a written notice of a
claim or otherwise  has any  knowledge  that the  Intellectual  Property  Rights
violate or infringe  upon the rights of any Person,  except as could not have or
reasonably be expected to not have a Material  Adverse Effect.  To the knowledge
of the Company, all such Intellectual  Property Rights are enforceable and there
is no  existing  infringement  by  another  Person  of any  of the  Intellectual
Property Rights.  The Company has taken reasonable  security measures to protect
the secrecy,  confidentiality and value of all of their intellectual properties,
except  where  failure to do so could  not,  individually  or in the  aggregate,
reasonably be expected to have a Material Adverse Effect.

     5.14  Registration  Rights.  Other than the Investor or as set forth in the
Public  Reports,  no person  has any right to cause the  Company  to effect  the
registration under the 1933 Act of any securities of the Company.

     5.15  Disclosure.  Except with respect to the material terms and conditions
of the  transactions  contemplated  by the  Transaction  Documents,  the Company
confirms  that neither it nor any other Person acting on its behalf has provided
the  Investor  or its agents or counsel  with any  information  that it believes
constitutes or might constitute material,  non-public  information.  The Company
understands   and  confirms  that  the  Investor  will  rely  on  the  foregoing
representation  in effecting  transactions in securities of the Company.  All of
the  disclosure  furnished  by or on  behalf  of the  Company  to  the  Investor
regarding the Company and its Subsidiaries,  their respective businesses and the
transactions  contemplated  hereby,  including the Disclosure  Schedules to this
Agreement, is true and correct in all material respects and does not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the  statements  made  therein,  in light of the  circumstances
under which they were made, not misleading.  The press releases  disseminated by
the Company during the twelve months  preceding the date of this Agreement taken
as a whole do not contain  any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to

                                       15

make the statements therein, in light of the circumstances under which they were
made and when made, not misleading. The Company acknowledges and agrees that the
Investor  does not make nor has made  any  representations  or  warranties  with
respect to the transactions  contemplated  hereby other than those  specifically
set forth in Section 6 hereof.

     5.16 No  Integrated  Offering.  Assuming  the  accuracy  of the  Investor's
representations and warranties set forth in Section 6, neither the Company,  nor
any of its  affiliates,  nor any  Person  acting  on its or  their  behalf  has,
directly or  indirectly,  made any offers or sales of any  security or solicited
any  offers to buy any  security,  under  circumstances  that  would  cause this
offering of the Securities to be integrated  with prior offerings by the Company
for  purposes of (i) the 1933 Act which would  require the  registration  of any
such securities under the 1933 Act, or (ii) any applicable  shareholder approval
provisions of any Trading  Market on which any of the  securities of the Company
are listed or designated.

     5.17 Seniority.  As of the applicable  Representation Date, no Indebtedness
or other  claim  against the Company is senior to the Notes in right of payment,
whether  with  respect  to  interest  or upon  liquidation  or  dissolution,  or
otherwise,  other than indebtedness secured by purchase money security interests
(which is senior only as to underlying assets covered thereby) and capital lease
obligations (which is senior only as to the property covered thereby).

     5.18 Bankruptcy Status; Indebtedness.  The Company has no current intention
or expectation to file for reorganization or liquidation under the bankruptcy or
reorganization  laws of any  jurisdiction  within  one year from the  applicable
Representation  Date.  Schedule  5.18  sets  forth  as of the  date  hereof  all
outstanding secured and unsecured Indebtedness (as defined below) of the Company
or any Subsidiary,  or for which the Company or any Subsidiary has  commitments.
For the purposes of this Agreement, "INDEBTEDNESS" means (x) any liabilities for
borrowed money or amounts owed in excess of $100,000  (other than trade accounts
payable  incurred  in the  ordinary  course of  business),  (y) all  guaranties,
endorsements  and other  contingent  obligations in respect of  indebtedness  of
others,  whether  or not the same are or should be  reflected  in the  Company's
consolidated  balance  sheet  (or  the  notes  thereto),  except  guaranties  by
endorsement  of  negotiable  instruments  for deposit or  collection  or similar
transactions  in the ordinary  course of business;  and (z) the present value of
any lease  payments  in excess of  $100,000  due  under  leases  required  to be
capitalized in accordance  with GAAP. The Company is not in default with respect
to any Indebtedness, except the convertible notes set forth in Schedule 5.18.

     5.19 Regulation M Compliance.  The Company has not, and to its knowledge no
one acting on its behalf  has,  (i) taken,  directly or  indirectly,  any action
designed to cause or to result in the stabilization or manipulation of the price
of any  security of the Company to  facilitate  the sale or resale of any of the
Securities,  (ii)  sold,  bid  for,  purchased,  or paid  any  compensation  for
soliciting  purchases of, any of the Securities,  or (iii) paid or agreed to pay
to any Person any  compensation  for  soliciting  another to purchase  any other
securities  of the Company,  other than,  in the case of clauses (ii) and (iii),
compensation paid to Garden State Securities in connection with the placement of
the Securities.

     5.20  No  Disqualification   Events.  None  of  the  Company,  any  of  its
predecessors,  any affiliated  issuer, any director,  executive  officer,  other
officer of the Company  participating in the offering  contemplated  hereby, any
beneficial  owner  of 20% or more of the  Company's  outstanding  voting  equity

                                       16

securities,  calculated on the basis of voting power,  nor any promoter (as that
term is defined in Rule 405 under the 1933 Act)  connected  with the  Company in
any capacity at the time of sale (each, an "ISSUER  COVERED  PERSON") is subject
to any of the "Bad Actor"  disqualifications  described in Rule  506(d)(1)(i) to
(viii)  under  the  1933  Act  (a  "DISQUALIFICATION   EVENT"),   except  for  a
Disqualification  Event  covered by Rule  506(d)(2)  or (d)(3).  The Company has
exercised  reasonable  care to determine  whether any Issuer  Covered  Person is
subject to a Disqualification Event.

     6.  Representations  and  Warranties of the Investor.  The Investor  hereby
represents, warrants and covenants that:

     6.1 Authorization.  The Investor has full power and authority to enter into
this  Agreement,  to perform its  obligations  hereunder and to  consummate  the
transactions contemplated hereby and has taken all action necessary to authorize
the  execution  and  delivery  of this  Agreement  and the  Registration  Rights
Agreement,  the performance of its obligations  hereunder and thereunder and the
consummation of the transactions contemplated hereby and thereby.

     6.2 No Public Sale or Distribution. The Investor is (i) acquiring the Notes
and (ii) upon conversion of the Notes will acquire the Conversion Shares for its
own  account,  not as a nominee or agent,  and not with a view  towards,  or for
resale in connection  with, the public sale or distribution of any part thereof,
except pursuant to sales registered or exempted under the 1933 Act. The Investor
is acquiring the  Securities  hereunder in the ordinary  course of its business.
The Investor  does not  presently  have any  contract,  agreement,  undertaking,
arrangement or  understanding,  directly or indirectly,  with any individual,  a
limited liability  company,  a partnership,  a joint venture,  a corporation,  a
trust,  an  unincorporated  organization  and a government or any  department or
agency  thereof (a  "PERSON")  to sell,  transfer,  pledge,  assign or otherwise
distribute any of the Securities.

     6.3 Accredited Investor Status;  Investment Experience.  The Investor is an
"accredited  investor" as that term is defined in Rule 501(a) of  Regulation  D.
The Investor can bear the economic risk of its investment in the Securities, and
has such knowledge and  experience in financial and business  matters that it is
capable of evaluating the merits and risks of an investment in the Securities.

     6.4 Reliance on Exemptions.  The Investor  understands  that the Securities
are being  offered and sold to it in reliance  on specific  exemptions  from the
registration requirements of United States federal and state securities laws and
that the  Company  is relying  in part upon the truth and  accuracy  of, and the
Investor's  compliance  with,  the  representations,   warranties,   agreements,
acknowledgments  and understandings of the Investor set forth herein in order to
determine  the  availability  of  such  exemptions  and the  eligibility  of the
Investor to acquire the Securities.

     6.5 Information. The Investor and its advisors, if any, have been furnished
with all  materials  relating to the  business,  finances and  operations of the
Company and  materials  relating to the offer and sale of the  Securities  which
have been requested by the Investor. The Investor and its advisors, if any, have
been  afforded the  opportunity  to ask  questions of the Company.  Neither such
inquiries nor any other due diligence  investigations  conducted by the Investor

                                       17

or its advisors,  if any, or its representatives  shall modify,  amend or affect
the  Investor's  right to rely on the Company's  representations  and warranties
contained herein. The Investor understands that its investment in the Securities
involves a high degree of risk. The Investor has sought such  accounting,  legal
and tax advice as it has  considered  necessary  to make an informed  investment
decision  with respect to its  acquisition  of the  Securities.  The Investor is
relying  solely on its own  accounting,  legal and tax advisors,  and not on any
statements  of the  Company  or any of its agents or  representatives,  for such
accounting,  legal  and  tax  advice  with  respect  to its  acquisition  of the
Securities and the transactions contemplated by this Agreement.

     6.6 No Governmental  Review. The Investor understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed on or made any  recommendation  or  endorsement  of the Securities or the
fairness  or  suitability  of the  investment  in the  Securities  nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

     6.7  Validity;   Enforcement;   No  Conflicts.   This  Agreement  and  each
Transaction Document to which the Investor is a party have been duly and validly
authorized,  executed  and  delivered  on  behalf  of  the  Investor  and  shall
constitute the legal, valid and binding obligations of the Investor  enforceable
against the Investor in accordance with their respective  terms,  except as such
enforceability  may be limited by general  principles of equity or to applicable
bankruptcy,  insolvency,  reorganization,   moratorium,  liquidation  and  other
similar laws relating to, or affecting generally,  the enforcement of applicable
creditors' rights and remedies.  The execution,  delivery and performance by the
Investor of this Agreement and each  Transaction  Document to which the Investor
is a party and the consummation by the Investor of the transactions contemplated
hereby and  thereby  will not (i) result in a  violation  of the  organizational
documents of the Investor or (ii) conflict  with, or constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any agreement, indenture or instrument to which the Investor is
a party,  or (iii) result in a violation of any law,  rule,  regulation,  order,
judgment or decree  (including  federal and state securities or "Blue Sky" laws)
applicable  to the Investor,  except in the case of clause (ii) above,  for such
conflicts, defaults or rights which would not, individually or in the aggregate,
reasonably be expected to have a material  adverse  effect on the ability of the
Investor to perform its obligations hereunder.

     6.8 Organization and Standing.  The Investor is a limited liability company
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York.

     6.9 Brokers or Finders.  The Investor represents and warrants,  to the best
of its knowledge,  that no finder,  broker,  agent,  financial  advisor or other
intermediary,  nor any purchaser representative or any broker-dealer acting as a
broker,  is entitled to any  compensation  in connection  with the  transactions
contemplated by this Agreement or the transactions contemplated hereby.

     6.10  Ability to  Perform.  There are no  actions,  suits,  proceedings  or
investigations pending against Investor or Investor's assets before any court or
governmental  agency (nor is there any threat thereof) which would impair in any
way  Investor's  ability to enter into and fully  perform  its  commitments  and
obligations under this Agreement or the transactions contemplated hereby.

                                       18

     7. Use of Proceeds. The Investor acknowledges that the Company will use the
proceeds  received from the purchase of the Notes for,  among other things,  (i)
costs and  expenses  relating to the sale of the Notes to the  Investor and (ii)
general working capital purposes.

     8. Rule 144  Availability;  Public  Information.  At all times  during  the
period  commencing on the six (6) month  anniversary of the Initial Closing Date
and  ending at such  time that all of the  Securities  can be sold  without  the
requirement  to be in  compliance  with  Rule  144(c)(1)  under the 1933 Act and
otherwise without  restriction or limitation pursuant to Rule 144 under the 1933
Act,  the  Company  shall  use  its  reasonable   best  efforts  to  ensure  the
availability  of Rule 144 under the 1933 Act to the Investor  with regard to the
Conversion Shares,  including compliance with Rule 144(c)(1) under the 1933 Act.
If,  (i) at any  time  during  the  period  commencing  from  the six (6)  month
anniversary of the Initial  Closing Date and ending on the first  anniversary of
the  Additional  Closing Date,  the Company shall fail for any reason to satisfy
the current public information  requirement under Rule 144(c) under the 1933 Act
(a "PUBLIC  INFORMATION  FAILURE"),  or (ii) the Company shall fail to take such
action as is reasonably requested by the Investor to enable the Investor to sell
the  Conversion  Shares  pursuant  to Rule 144  under  the 1933 Act  (including,
without limitation,  delivering all such legal opinions, consents, certificates,
resolutions  and  instructions  to  the  Company's  transfer  agent  as  may  be
reasonably  requested  from time to time by the  Investor  and  otherwise  fully
cooperate with Investor and Investor's  broker to effect such sale of securities
pursuant to Rule 144 under the 1933 Act),  then,  in either case, in addition to
the Investor's other available remedies, the Company shall pay to a Investor, in
cash, as liquidated damages and not as a penalty, by reason of any such delay in
or reduction of its ability to sell the  Securities,  an amount in cash equal to
two percent (2.0%) of the aggregate Purchase Price of the Investor's  Securities
on the day of a Public  Information  Failure or Process Failure,  as applicable,
and on every  thirtieth  (30th) day (pro rated for  periods  totaling  less than
thirty days)  thereafter  until (a) in the case of a Process  Failure,  the date
such  Process  Failure  is  cured,  or (b) in the case of a  Public  Information
Failure,  the earlier of (1) the date such Public  Information  Failure is cured
and (b) such time that such public  information  is no longer  required  for the
Investor to transfer the Conversion  Shares  pursuant to Rule 144 under the 1933
Act.  The  payments to which the  Investor  shall be  entitled  pursuant to this
Section  8 are  referred  to herein as "RULE  144  FAILURE  PAYMENTS."  Rule 144
Failure  Payments  shall  be paid on the  earlier  of (i)  the  last  day of the
calendar month during which such Rule 144 Failure Payments are incurred and (ii)
the third (3rd)  Trading Day after the event or failure  giving rise to the Rule
144 Failure Payments is cured.

     9.  Indemnification.  The  Company  agrees  to  indemnify,  hold  harmless,
reimburse  and  defend  the  Investor,  and  its  officers,  directors,  agents,
affiliates,  members,  managers,  control persons,  and principal  shareholders,
against  any  claim,  cost,  expense,  liability,  obligation,  loss  or  damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Investor or any such person  which  results,  arises out of or is based upon (i)
any material  misrepresentation  by Company or breach of any  representation  or
warranty by Company in this  Agreement or in any exhibits or schedules  attached
hereto,  or  other  agreement  delivered  pursuant  hereto;  or (ii)  after  any
applicable  notice and/or cure periods,  any breach or default in performance by
the  Company of any  covenant  or  undertaking  to be  performed  by the Company
hereunder,  or any other agreement  entered into by the Company and the Investor
relating hereto.  Notwithstanding  anything herein to the contrary,  in no event
shall the Company be liable to the Investor (in the aggregate) for more than the
Purchase Price paid by the Investor.

                                       19

     10. Miscellaneous

     10.1 Successors and Assigns. Except as otherwise provided herein, the terms
and  conditions of this  Agreement  shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including transferees
of the Securities).  Nothing in this Agreement,  express or implied, is intended
to confer  upon any party,  other than the  parties  hereto or their  respective
successors and assigns, any rights,  remedies,  obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.

     10.2 Governing Law; Jurisdiction;  Jury Trial. All questions concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of Illinois, without giving effect
to any choice of law or conflict of law  provision or rule (whether of the State
of Illinois or any other  jurisdictions) that would cause the application of the
laws of any jurisdictions  other than the State of Illinois.  The Company hereby
irrevocably  submits  to the  exclusive  jurisdiction  of the state and  federal
courts  sitting  in  Chicago,  Illinois,  for the  adjudication  of any  dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein, and hereby irrevocably  waives, and agrees not to assert in
any suit, action or proceeding,  any claim that it is not personally  subject to
the  jurisdiction  of any such court,  that such suit,  action or  proceeding is
brought  in an  inconvenient  forum or that the  venue of such  suit,  action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process  and  consents  to  process  being  served in any such  suit,  action or
proceeding  by  mailing a copy  thereof to such  party at the  address  for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient  service of process and notice  thereof.  Nothing  contained
herein  shall be deemed to limit in any way any  right to serve  process  in any
manner permitted by law. EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY
HAVE,  AND  AGREES NOT TO  REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY
DISPUTE  HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.

     10.3 Titles and Subtitles.  The titles and subtitles used in this Agreement
are used for  convenience  only and are not to be  considered  in  construing or
interpreting this Agreement.

     10.4  Notices.  All notices  required or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be  notified,  (b) when sent by  confirmed  telex or  facsimile if sent
during normal business hours of the recipient;  if not, then on the next Trading
Day, (c) five (5) Trading Days after having been sent by registered or certified
mail,  return  receipt  requested,  postage  prepaid,  or (d) one (1) day  after
deposit with a nationally  recognized  overnight  courier,  specifying  next day
delivery, with written verification of receipt. All communications shall be sent
to (a) in the case of the Company,  to Stevia Corp., 7117 US 31 S, Indianapolis,
Indiana 46227, Telephone Number (888) 250-2566, Fax: (317) 536-3222,  Attention:
George Blankenbaker, President, or (b) in the case of the Investor, to Nomis Bay
Ltd., a Bermuda company,  Pennboss Building, 50 Parliament Street, Hamilton HM12
Bermuda,  Telephone Number: (441) 295-3200,  Attention: James Keyes, with a copy
(which  shall not  constitute  notice) to  Greenberg  Traurig,  LLP, The MetLife
Building,  200 Park Avenue,  New York,  New York 10166,  Telephone  Number (212)
801-9200, Fax: (212) 801-6400, Attention: Anthony J. Marsico, Esq.

                                       20

     10.5 Finder's Fees.  Except for the Placement Agent Fees (as defined below)
payable to Garden State Securities, each party represents that it neither is nor
will be obligated for any finders' fee or  commission  in  connection  with this
transaction.  The Company  shall  indemnify and hold harmless each Investor from
any liability for any commission or compensation in the nature of a finders' fee
(and the costs and  expenses of  defending  against  such  liability or asserted
liability)  for  which  the  Company  or  any  of  its  officers,  employees  or
representatives is responsible.

     10.6 Amendments and Waivers.  No provision of this Agreement may be amended
other than by a written  instrument  signed by both parties hereto. No provision
of this Agreement may be waived other than in a written instrument signed by the
party against whom enforcement of such waiver is sought.  No failure or delay in
the  exercise of any power,  right or  privilege  hereunder  shall  operate as a
waiver  thereof,  nor shall any single or partial  exercise  of any such  power,
right or privilege  preclude other or further  exercises thereof or of any other
right, power or privilege.

     10.7 Severability.  If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable  law, such provision shall be excluded from
this Agreement and the balance of the Agreement  shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

     10.8 Entire Agreement.  This Agreement and the documents referred to herein
constitute the entire  agreement  among the parties and no party shall be liable
or bound to any other party in any manner by any warranties,  representations or
covenants except as specifically set forth herein or therein.

     10.9  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     10.10 Interpretation. Unless the context of this Agreement clearly requires
otherwise,  (a) references to the plural include the singular,  the singular the
plural,  the part the whole,  (b)  references to any gender include all genders,
(c) "including" has the inclusive meaning frequently  identified with the phrase
"but not limited to" and (d)  references to  "hereunder"  or "herein"  relate to
this Agreement.

     10.11  Remedies.  In  addition to being  entitled  to  exercise  all rights
provided herein or granted by law, including  recovery of damages,  the Investor
and the Company will be entitled to specific  performance  under the Transaction
Documents.  The  parties  agree  that  monetary  damages  may  not  be  adequate
compensation  for any loss  incurred  by  reason of any  breach  of  obligations
contained  in the  Transaction  Documents  and hereby  agree to waive and not to
assert in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.

     10.12 Fees and  Expenses.  Each party shall bear its own fees and  expenses
related to the transactions contemplated by the Transaction Documents; provided,
however,  that (i) $40,000 shall be withheld by the Investor from its applicable
Initial  Purchase  Price  at  the  Initial  Closing  as  a  non-accountable  and
non-refundable  document  preparation  fee (the "DOCUMENT  PREPARATION  FEE") in

                                       21

connection  with the  preparation,  negotiation,  execution  and delivery of the
Transaction  Documents and legal due diligence of the Company, and shall be paid
directly to the Investor's  counsel on the Initial Closing Date by wire transfer
of immediately  available funds;  (ii) $20,400 shall be withheld by the Investor
from its applicable  Initial  Purchase Price at the Initial Closing and shall be
paid  directly  to Garden  State  Securities  by wire  transfer  of  immediately
available  funds on the  Initial  Closing  Date for its  services  in  acting as
placement agent in connection with the  transaction;  and (iii) $36,000 shall be
withheld by the Investor from its  applicable  Additional  Purchase Price at the
Additional Closing and shall be paid directly to Garden State Securities by wire
transfer of immediately  available funds on the Additional  Closing Date for its
services in acting as placement agent in connection  with the  transaction  (all
such  fees paid to  Garden  State  Securities  collectively  referred  to as the
"PLACEMENT AGENT FEES").  For the avoidance of doubt,  the Document  Preparation
Fee  and  the  Placement   Agent  Fees  (and  any  portion   thereof)  shall  be
non-refundable  when  paid.  The  Company  shall  pay all  transfer  agent  fees
(including, without limitation, any fees required for same-day processing of any
instruction  letter  delivered  by the  Company and any  conversion  or exercise
notice  delivered by a Investor),  stamp taxes and other taxes and duties levied
in connection with the delivery of any Securities to the Investor.

     11. Additional Defined Terms. In addition to the terms defined elsewhere in
this  Agreement,  the Notes,  the following terms have the meanings set forth in
this Section 11:

     11.1 "1934 ACT" means the Securities Exchange Act of 1934, as amended,  and
the rules and regulations promulgated thereunder.

     11.2   "COMMISSION"   means  the  United  States  Securities  and  Exchange
Commission.

     11.3 "COMMON STOCK  EQUIVALENTS" means any securities of the Company or the
Subsidiaries  which  would  entitle  the  holder  thereof to acquire at any time
Common Stock, including, without limitation, any Convertible Security, Option or
other  instrument  that  is at any  time  convertible  into  or  exercisable  or
exchangeable  for, or otherwise  entitles the holder thereof to receive,  Common
Stock.

     11.4  "EFFECTIVE  DATE"  means  the  date  that  the  Initial  Registration
Statement (as defined in the  Registration  Rights  Agreement) filed pursuant to
the Registration Rights Agreement has been declared effective by the Commission.

     11.5 "ADDITIONAL NOTE CONDITIONS"  means: (i) all the Conversion Shares may
be issued in full  without  violating  the rules or  regulations  of the Trading
Market on which the Common Stock is then listed or designated  for quotation (as
applicable);  (ii) no public  announcement  of a pending,  proposed  or intended
Fundamental  Transaction  shall  have  occurred  which  has not been  abandoned,
terminated or consummated; (iii) the Company shall have no knowledge of any fact
that would reasonably be expected to cause any Registration  Statement  required
to be filed pursuant to the Registration Rights Agreement to not be effective or
the  prospectus  contained  therein to not be available for the resale of all of
the  Registrable  Securities  in accordance  with the terms of the  Registration
Rights Agreement;  (iv) the Investor shall not be in possession of any material,
non-public  information  provided  to any of  them  by the  Company,  any of its
affiliates  or any of their  respective  employees,  officers,  representatives,

                                       22

agents or the like;  and (v) there  shall not have  occurred an Event of Default
(as  defined in the  Initial  Note) or an event that with the passage of time or
giving of notice would constitute an Event of Default (as defined in the Initial
Note).

     11.6 "EQUITY  CONDITIONS  FAILURE"  means that on any day during the period
commencing on the Additional  Closing Notice Date through the Additional Closing
Date, the Equity Conditions have not been satisfied (or waived in writing by the
Investor).

     11.7 "LIENS" means a lien, charge pledge,  security interest,  encumbrance,
right of first refusal, preemptive right or other restriction.

     11.8 "MATERIAL  ADVERSE EFFECT" means (i) a material  adverse effect on the
legality,  validity  or  enforceability  of  any  Transaction  Document,  (ii) a
material  adverse  effect  on  the  results  of  operations,  assets,  business,
prospects  or  condition  (financial  or  otherwise)  of  the  Company  and  the
Subsidiaries,  taken  as a whole,  or (iii) a  material  adverse  effect  on the
Company's  ability  to  perform in any  material  respect on a timely  basis its
obligations under any Transaction Document.

     11.9  "REGISTRABLE  SECURITIES"  shall  have the  meaning  set forth in the
Registration Rights Agreement.

     11.10  "SHORT  SALES"  shall  mean  "short  sales" as  defined  in Rule 200
promulgated under Regulation SHO under the 1934 Act.

     11.11  "TRADING  DAY" means any day on which the Common  Stock is traded on
the Trading  Market,  provided  that  "TRADING DAY" shall not include any day on
which the Common Stock is scheduled to trade on the Trading Market for less than
4.5 hours or any day that the Common Stock is suspended  from trading during the
final hour of trading on the Trading  Market (or if the Trading  Market does not
designate  in advance the closing  time of trading on the Trading  Market,  then
during the hour ending at 4:00:00  p.m.,  New York City time) unless such day is
otherwise designated as a Trading Day in writing by the Investor.

     11.12 "TRADING  MARKET" means any of the following  markets or exchanges on
which the Common  Stock is listed or quoted for trading on the date in question:
the OTC Bulletin  Board,  The NASDAQ  Global  Market,  The NASDAQ  Global Select
Market, The NASDAQ Capital Market,  the New York Stock Exchange,  NYSE Arca, the
NYSE MKT,  or the OTCQX  Marketplace  or the OTCQB  Marketplace  operated by OTC
Markets Group Inc. (or any successor to any of the foregoing).

     11.13 "VWAP" means the volume  weighted  average price (the aggregate sales
price of all trades of Common  Stock  during a Trading  Day divided by the total
number of shares of Common Stock  traded  during such Trading Day) of the Common
Stock during a Trading Day as reported by Bloomberg L.P. using the AQR function.


                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       23

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the date provided above.

                                 THE COMPANY

                                 STEVIA CORP.

                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:

                                       24

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the date provided above.

                                 THE INVESTOR:

                                 NOMIS BAY LTD.

                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                                       25

EX-10.2

                                                                    Exhibit 10.2

                                                               EXECUTION VERSION

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT (this  "AGREEMENT") is made and entered
into as of March 3,  2014,  between  STEVIA  CORP.,  a Nevada  corporation  (the
"COMPANY"), and NOMIS BAY LTD., a Bermuda company (the "Investor").

     In connection with the Securities Purchase Agreement,  dated as of March 3,
2014,  entered into by the Company and the Investor  (the  "SECURITIES  PURCHASE
AGREEMENT"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the
conditions  of the  Securities  Purchase  Agreement,  to  issue  and sell to the
Investor  certain notes of the Company (the  "NOTES"),  which will,  among other
things,  be convertible  into shares of the Company's  common stock,  $0.001 par
value  per share  (the  "COMMON  STOCK")  to the  Investor  (as  converted,  the
"CONVERSION SHARES") in accordance with the terms of the Notes.

     To induce the Investor to consummate the  transactions  contemplated by the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration  rights under the 1933 Act of 1933,  as amended,  and the rules and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"1933 ACT"), and applicable state securities laws.

     The Company and the Investor hereby agrees as follows:

     Section 1.  Definitions.  Capitalized  terms used and not otherwise defined
herein  that are defined in the  Securities  Purchase  Agreement  shall have the
meanings given such terms in the Securities Purchase Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

     "INITIAL REGISTRATION  STATEMENT" means the initial Registration  Statement
filed pursuant to this Agreement.

     "PERSON"   means  an  individual  or   corporation,   partnership,   trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company,  joint stock company,  government (or an agency or subdivision thereof)
or other entity of any kind.

     "PROSPECTUS"  means the  prospectus  included in a  Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A promulgated by the SEC pursuant to the 1933
Act), as amended or supplemented by any prospectus  supplement,  with respect to
the terms of the offering of any portion of the Registrable  Securities  covered
by a Registration  Statement,  and all other  amendments and  supplements to the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

     "EFFECTIVENESS   DEADLINE"   means,   (i)  with   respect  to  the  Initial
Registration  Statement  required to be filed hereunder,  the earlier of (A) the
150th calendar day after the date of hereof in the event that such  Registration
Statement  is subject  to a limited or full  review by the SEC and (B) the fifth
Trading  Day after the date the  Company  is  notified  (orally  or in  writing,

whichever is earlier) by the SEC that such  Registration  Statement  will not be
reviewed or will not be subject to further review,  and (ii) with respect to any
additional  Registration Statements which may be required pursuant to Section 2,
the  earlier  of (A) the  90th  calendar  day  following  the  date on  which an
additional Registration Statement is required to be filed hereunder in the event
that such  Registration  Statement is subject to a limited or full review by the
SEC and (B) the fifth Trading Day after the date the Company is notified (orally
or in writing, whichever is earlier) by the SEC that such Registration Statement
will not be reviewed or will not be subject to further review.

     "FILING DEADLINE" means, with respect to the Initial Registration Statement
required  hereunder,  the 45th  calendar day following the date hereof and, with
respect to any additional Registration Statements which may be required pursuant
to Section 2, the earliest  practical  date on which the Company is permitted to
file  such  additional   Registration   Statement  related  to  the  Registrable
Securities (taking into account any Staff position with respect to date on which
the Staff will permit such  additional  Registration  Statement to be filed with
the SEC).

     "REGISTRABLE  SECURITIES"  means, as of any date of determination,  (a) all
Conversion  Shares then issuable upon  conversion in full of the Notes (assuming
on such date the Notes are  converted in full without  regard to any  conversion
limitations  therein),  and (b) any securities  issued or then issuable upon any
stock split,  dividend or other distribution,  recapitalization or similar event
with respect to the  foregoing;  provided,  however,  that any such  Registrable
Securities  shall  cease  to be  Registrable  Securities  for so  long  as (x) a
Registration  Statement with respect to the sale of such Registrable  Securities
is  declared  effective  by the SEC  under  the 1933  Act and  such  Registrable
Securities have been disposed of in accordance with such effective  Registration
Statement,  or (y) such  Registrable  Securities  have been  previously  sold in
accordance with Rule 144.

     "REGISTRATION  STATEMENT" means any registration  statement  required to be
filed hereunder  pursuant to Section 2, including (in each case) the Prospectus,
amendments  and  supplements to any such  registration  statement or Prospectus,
including pre- and  post-effective  amendments,  all exhibits  thereto,  and all
material  incorporated by reference or deemed to be incorporated by reference in
any such registration statement.

     "RESTRICTION  TERMINATION DATE" shall have the meaning set forth in Section
2.

     "RULE 144" means Rule 144  promulgated by the SEC pursuant to the 1933 Act,
as such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same effect as such rule.

     "RULE 415" means Rule 415  promulgated by the SEC pursuant to the 1933 Act,
as such Rule may be amended or  interpreted  from time to time,  or any  similar
rule or regulation  hereafter  adopted by the SEC having  substantially the same
purpose and effect as such Rule.

                                       2

     "SEC" means the United States Securities and Exchange Commission.

     Section 2. Registration Statement  Requirements.  The Company shall prepare
and, as soon as  practicable,  but in no event  later than the Filing  Deadline,
file with the SEC the Initial Registration  Statement on Form S-1, or such other
form reasonably acceptable to the Investor,  covering the resale by the Investor
of  24,602,792  of  the  Registrable  Securities.  The  Company  shall  use  its
reasonable best efforts to have such Initial  Registration  Statement,  and each
other Registration  Statement required to be filed pursuant to the terms hereof,
declared effective by the SEC as soon as practicable, but in no event later than
the applicable Effectiveness Deadline. If at any time all Registrable Securities
are not covered by the Initial  Registration  Statement  filed  pursuant to this
Section  2,  the  Company  shall  file  with  the  SEC  one or  more  additional
Registration  Statements so as to cover all of the  Registrable  Securities  not
covered  by the  Initial  Registration  Statement,  in  each  case,  as  soon as
practicable  (taking  into  account any Staff  position  with respect to date on
which the Staff will  permit such  additional  Registration  Statement(s)  to be
filed with the SEC), but in no event later than the applicable  Filing  Deadline
for such  additional  Registration  Statement(s).  If the  staff of the SEC (the
"STAFF")  or  the  SEC  seeks  to  characterize  any  offering   pursuant  to  a
Registration  Statement  filed  pursuant to this  Agreement as  constituting  an
offering of  securities  that does not permit  such  Registration  Statement  to
become  effective  and be used for  resales  by the  Investor  on a  delayed  or
continuous basis under Rule 415 at then-prevailing  market prices (and not fixed
prices) (or as otherwise  may be acceptable  to the  Investor),  or if after the
filing of the  Initial  Registration  Statement  with the SEC  pursuant  to this
Section 2, the Company is  otherwise  required by the Staff or the SEC to reduce
the number of  Registrable  Securities  included  in such  Initial  Registration
Statement, then the Company shall reduce the number of Registrable Securities to
be included in such Initial  Registration  Statement  (with the prior consent of
the Investor as to the specific Registrable  Securities to be removed therefrom)
until  such time as the Staff  and the SEC  shall so  permit  such  Registration
Statement to become effective and be used as aforesaid. Notwithstanding anything
in this  Agreement  to the  contrary,  if after  giving  effect  to the  actions
referred to in the immediately preceding sentence, the Staff or the SEC does not
permit such  Registration  Statement to become effective and be used for resales
by  the  Investor  on  a  delayed  or   continuous   basis  under  Rule  415  at
then-prevailing  market  prices (and not fixed  prices) (or as otherwise  may be
acceptable to the Investor),  the Company shall not request  acceleration of the
effective date of such Registration  Statement,  the Company shall promptly (but
in no event later than 48 hours)  request the  withdrawal  of such  Registration
Statement  pursuant  to Rule 477  under  the  1933  Act,  and the  Effectiveness
Deadline  shall  automatically  be deemed to have  elapsed  with respect to such
Registration Statement at such time as the Staff or the SEC has made a final and
non-appealable  determination  that the SEC will not  permit  such  Registration
Statement  to be so  utilized  (unless  prior to such time the  Company  and the
Investor  have  received  assurances  from  the  Staff  or  the  SEC  reasonably
acceptable  to the  Investor  that a new  Registration  Statement  filed  by the
Company with the SEC promptly  thereafter  may be so utilized).  In the event of
any reduction in Registrable Securities pursuant to this paragraph,  the Company
shall file additional  Registration Statements in accordance with this Section 2

                                       3

until such time as all Registrable Securities have been included in Registration
Statements  that have  been  declared  effective  and the  prospectus  contained
therein is available for use by the Investor.

     Section 3. Registration Procedures. If and whenever the Company is required
by the  provisions of Section 2 to effect the  registration  of any  Registrable
Securities under the 1933 Act, the Company will, as expeditiously as possible:

     (a) subject to the timelines  provided in this Agreement,  prepare and file
the  Registration  Statement  with the SEC,  with  respect  to such  Registrable
Securities  and  use  its   commercially   reasonable   efforts  to  cause  such
Registration  Statement  to become  and remain  effective  for the period of the
distribution  contemplated  thereby (determined as herein provided),  respond as
promptly as commercially  practicable to any comments received from the SEC with
respect  to a  Registration  Statement  or any  amendment  thereto  and file any
pre-effective amendments with respect to a Registration Statement as promptly as
reasonable possible, and promptly provide to Investors copies of all filings and
SEC letters of comment  (provided that the Company shall excise any  information
contained  therein  which  would  constitute  material  non-public   information
regarding the Company or any subsidiary) and notify the Investors (by telecopier
or by e-mail  addresses  provided  by the  Investors)  on or before  the  second
business day thereafter that the Company receives notice that (i) the SEC has no
comments or no further  comments  on the  registration  statement,  and (ii) the
registration statement has been declared effective;

     (b) prepare and file with the SEC such  amendments and  supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such  Registration  Statement  effective  and prepare and file
with  the  SEC  such  additional  Registration  Statements  as may  be  required
hereunder and to keep each additional Registration Statement effective;

     (c)  furnish to the  Investors  such  number of copies of the  Registration
Statement  and the  prospectus  included  therein  (including  each  preliminary
prospectus) as such Investors  reasonably may request in order to facilitate the
public sale or their disposition of the securities  covered by such Registration
Statement or make them electronically available;

     (d) use its  commercially  reasonable  efforts to  register  or qualify the
Registrable   Securities  covered  by  such  Registration  Statement  under  the
securities  or "Blue  Sky" laws of such  jurisdictions  as the  Investors  shall
request in writing,  provided,  however, that the Company shall not for any such
purpose be required to qualify to transact business as a foreign  corporation in
any  jurisdiction  where it is not so  qualified  or to  consent  to  service of
process in any such jurisdiction;

     (e) list the Registrable  Securities covered by such Registration Statement
with the principal market or exchange on which the Common Stock is then listed;

     (f) promptly  notify the Investors of the Company's  becoming  aware that a
prospectus  relating  thereto is required to be delivered under the 1933 Act, of

                                       4

the happening of any event or passage of time of which the Company has knowledge
as a result of which the prospectus contained in such Registration Statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in light of the circumstances then existing or
the financial  statements  included  therein  ineligible  for inclusion or which
becomes  subject to a SEC,  state or other  governmental  order  suspending  the
effectiveness  of the  Registration  Statement  covering any of the  Registrable
Securities. Each Investor hereby covenants that it will not sell any Registrable
Securities  pursuant to such prospectus during the period commencing at the time
at which the Company gives such Investor  notice of the suspension of the use of
such  prospectus in accordance with this Section 3(f) and ending at the time the
Company gives such  Investor  notice that such  Investor may  thereafter  effect
sales pursuant to the prospectus, or until the Company delivers to such Investor
or files with the SEC an amended or supplemented prospectus.

     (g) The Company shall  cooperate  with any  broker-dealer  through which an
Investor  proposes to resell its  Registrable  Securities  in effecting a filing
with the FINRA Corporate  Financing  Department  pursuant to FINRA Rule 5110, as
requested  by any such  Investor,  and the  Company  shall  pay the  filing  fee
required by such filing within two (2) business days of request therefor.

     Section 4. Provision of Documents. It shall be a condition precedent to the
obligations  of the  Company  to  complete  the  registration  pursuant  to this
Agreement  with respect to the  Registrable  Securities of the Investor that the
Investor shall furnish to the Company such  information  regarding  itself,  the
Registrable  Securities held by it and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to effect and
maintain the  effectiveness of the  registration of such Registrable  Securities
and shall execute such  documents in connection  with such  registration  as the
Company may reasonably request.

     Section 5. Expenses. All expenses incurred by the Company in complying with
Section 2, including,  without  limitation,  all  registration  and filing fees,
printing  expenses  (if  required),   fees  and  disbursements  of  counsel  and
independent  public  accountants for the Company,  fees and expenses  (including
reasonable  counsel  fees)  incurred in  connection  with  complying  with state
securities  or  "Blue  Sky"  laws,  fees of the  Financial  Industry  Regulatory
Authority,  Inc.  ("FINRA") in connection with any filing with FINRA pursuant to
FINRA Rule 5110 that may be required to be made by any broker  through  which an
Investor  intends to make sales of Registrable  Securities,  transfer taxes, and
fees of transfer agents and registrars,  are called "REGISTRATION EXPENSES." The
Company will pay all  Registration  Expenses in connection with any Registration
Statement described in Section 2.

     Section 6. Indemnification.

     (a)  In  the  event  any   Registrable   Securities  are  included  in  any
Registration Statement under this Agreement,  to the fullest extent permitted by
law, the Company will, and hereby does, indemnify,  hold harmless and defend the
Investor,  each of its directors,  officers,  shareholders,  members,  partners,

                                       5


employees,  agents,  advisors,  representatives  (and any other  Persons  with a
functionally equivalent role of a Person holding such titles notwithstanding the
lack of such title or any other title) and each Person, if any, who controls the
Investor  within the meaning of the 1933 Act or the  Securities  Exchange Act of
1934 Act,  as amended  (the  "1934  Act") and each of the  directors,  officers,
shareholders,  members, partners,  employees, agents, advisors,  representatives
(and any other Persons with a functionally  equivalent  role of a Person holding
such titles  notwithstanding  the lack of such title or any other title) of such
controlling  Persons (each, an "INVESTOR PARTY" and collectively,  the "INVESTOR
PARTIEs"),  against  any  losses,  obligations,  claims,  damages,  liabilities,
contingencies,  judgments, fines, penalties, charges, costs (including,  without
limitation,  court  costs,  reasonable  attorneys'  fees,  costs of defense  and
investigation),  amounts  paid in  settlement  or  expenses,  joint or  several,
(collectively,  "CLAIMS") incurred in investigating,  preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by or  before  any  court or  governmental,  administrative  or other
regulatory  agency,  body or the SEC, whether pending or threatened,  whether or
not an Investor Party is or may be a party thereto ("INDEMNIFIED  DAMAGES"),  to
which any of them may  become  subject  insofar as such  Claims  (or  actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon:  (i) any untrue  statement or alleged  untrue  statement of a
material  fact  in a  Registration  Statement  or any  post-effective  amendment
thereto  or in any  filing  made in  connection  with the  qualification  of the
offering  under the securities or other "Blue Sky" laws of any  jurisdiction  in
which Registrable Securities are offered ("BLUE SKY FILING"), or the omission or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary  to make the  statements  therein  not  misleading  or (ii) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
prospectus (as amended or supplemented)  or in any prospectus  supplement or the
omission or alleged  omission to state  therein any material  fact  necessary to
make the statements made therein,  in light of the circumstances under which the
statements  therein were made,  not  misleading  (the  matters in the  foregoing
clauses  (i) and (ii)  being,  collectively,  "VIOLATIONS").  Subject to Section
6(c),  the  Company  shall  reimburse  the  Investor  Parties,  promptly as such
expenses  are  incurred  and are due and  payable,  for any legal  fees or other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (i) shall
not  apply to a Claim  by an  Investor  Party  arising  out of or  based  upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished  in writing to the Company by such  Investor  Party for such  Investor
Party expressly for use in connection with the preparation of such  Registration
Statement,  prospectus or prospectus supplement or any such amendment thereof or
supplement  thereto;  (ii) shall not be  available to the Investor to the extent
such  Claim is based on a failure of the  Investor  to deliver or to cause to be
delivered the  prospectus  (as amended or  supplemented)  made  available by the
Company (to the extent applicable),  including,  without limitation, a corrected
prospectus,  if such  prospectus  (as  amended  or  supplemented)  or  corrected
prospectus  was timely made  available by the Company  pursuant to Section 3 and
then only if, and to the extent  that,  following  the receipt of the  corrected
prospectus  no grounds  for such Claim would have  existed;  and (iii) shall not
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld or delayed. Such indemnity shall remain in full force and
effect  regardless  of any  investigation  made by or on behalf of the  Investor
Party and shall survive the transfer of any of the Registrable Securities by the
Investor pursuant to Section 8(f).

                                       6

     (b) In connection with any Registration  Statement in which the Investor is
participating,  the Investor agrees to severally and not jointly indemnify, hold
harmless  and defend,  to the same extent and in the same manner as is set forth
in Section 6(a), the Company,  each of its  directors,  each of its officers who
signs the  Registration  Statement  and each  Person,  if any,  who controls the
Company  within the  meaning of the 1933 Act or the 1934 Act (each,  an "COMPANY
PARTY"),  against  any  Claim or  Indemnified  Damages  to which any of them may
become subject,  under the 1933 Act, the 1934 Act or otherwise,  insofar as such
Claim or Indemnified  Damages arise out of or are based upon any  Violation,  in
each case, to the extent, and only to the extent,  that such Violation occurs in
reliance  upon  and in  conformity  with  written  information  relating  to the
Investor  furnished  to  the  Company  by  the  Investor  expressly  for  use in
connection with such  Registration  Statement;  and, subject to Section 6(c) and
the below  provisos in this Section 6(b),  the Investor will reimburse a Company
Party any legal or other expenses  reasonably  incurred by such Company Party in
connection with  investigating or defending any such Claim;  provided,  however,
the indemnity  agreement  contained in this Section 6(b) and the agreement  with
respect to  contribution  contained in Section 7 shall not apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written  consent  of the  Investor,  which  consent  shall  not be  unreasonably
withheld or delayed,  provided  further that the Investor  shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not exceed the net proceeds to the Investor as a result of the  applicable  sale
of  Registrable  Securities  pursuant  to  such  Registration  Statement.   Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such Company Party and shall survive the transfer of any
of the Registrable Securities by the Investor pursuant to Section 8(f).

     (c) Promptly  after  receipt by an Investor  Party or Company Party (as the
case may be) under this Section 6 of notice of the commencement of any action or
proceeding   (including,   without   limitation,   any  governmental  action  or
proceeding) involving a Claim, such Investor Party or Company Party (as the case
may  be)  shall,  if a Claim  in  respect  thereof  is to be  made  against  any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of the commencement  thereof,  and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  party and the Investor Party or the Company Party (as the case may
be); provided,  however, an Investor Party or Company Party (as the case may be)
shall have the right to retain its own  counsel  with the fees and  expenses  of
such counsel to be paid by the indemnifying party if: (i) the indemnifying party
has agreed in writing to pay such fees and expenses; (ii) the indemnifying party
shall have  failed  promptly  to assume the  defense of such Claim and to employ
counsel reasonably  satisfactory to such Investor Party or Company Party (as the
case may be) in any such  Claim;  or (iii) the named  parties  to any such Claim
(including,  without  limitation,  any  impleaded  parties)  include  both  such
Investor Party or Company Party (as the case may be) and the indemnifying party,
and such  Investor  Party or such Company  Party (as the case may be) shall have
been  advised by counsel  that a conflict  of interest is likely to exist if the
same counsel were to represent such Investor Party or such Company Party and the
indemnifying  party (in which case, if such Investor Party or such Company Party
(as the case may be) notifies the  indemnifying  party in writing that it elects

                                       7

to employ separate  counsel at the expense of the indemnifying  party,  then the
indemnifying  party  shall not have the right to assume the  defense  thereof on
behalf of the indemnified  party and such counsel shall be at the expense of the
indemnifying party,  provided further that in the case of clause (iii) above the
indemnifying party shall not be responsible for the reasonable fees and expenses
of more than one (1) separate legal counsel for all Investor  Parties or Company
Parties (as the case may be). The Company  Party or Investor  Party (as the case
may be) shall  reasonably  cooperate with the  indemnifying  party in connection
with any negotiation or defense of any such action or Claim by the  indemnifying
party and shall furnish to the  indemnifying  party all  information  reasonably
available  to the  Company  Party or  Investor  Party (as the case may be) which
relates to such action or Claim. The  indemnifying  party shall keep the Company
Party or Investor Party (as the case may be) reasonably apprised at all times as
to the  status  of the  defense  or any  settlement  negotiations  with  respect
thereto. No indemnifying party shall be liable for any settlement of any action,
claim or  proceeding  effected  without  its prior  written  consent;  provided,
however,  the  indemnifying  party  shall not  unreasonably  withhold,  delay or
condition its consent.  No indemnifying  party shall,  without the prior written
consent of the Company Party or Investor Party (as the case may be),  consent to
entry of any judgment or enter into any  settlement  or other  compromise  which
does not include as an unconditional  term thereof the giving by the claimant or
plaintiff  to such  Company  Party or  Investor  Party (as the case may be) of a
release  from all  liability  in respect to such Claim or  litigation,  and such
settlement  shall  not  include  any  admission  as to  fault on the part of the
Company Party.  For the avoidance of doubt, the immediately  preceding  sentence
shall apply to  Sections  6(a) and 6(b)  hereof.  Following  indemnification  as
provided for hereunder, the indemnifying party shall be subrogated to all rights
of the Company Party or Investor  Party (as the case may be) with respect to all
third  parties,   firms  or  corporations  relating  to  the  matter  for  which
indemnification  has been made.  The  failure to deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Investor  Party or  Company  Party (as the case may be) under  this  Section  6,
except to the extent that the  indemnifying  party is  materially  and adversely
prejudiced in its ability to defend such action.

     (d) No Person involved in the sale of Registrable  Securities who is guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) in connection with such sale shall be entitled to indemnification  from any
Person  involved  in such sale of  Registrable  Securities  who is not guilty of
fraudulent misrepresentation.

     (e) The  indemnification  required  by  this  Section  6  shall  be made by
periodic  payments of the amount thereof during the course of the  investigation
or defense,  as and when bills are received or Indemnified Damages are incurred;
provided  that the Investor  shall  promptly  reimburse the Company for all such
payments to the extent a court of  competent  jurisdiction  determines  that any
Investor Party was not entitled to such payments.

     (f) The indemnity and contribution  agreements contained herein shall be in
addition  to (i) any cause of action or similar  right of the  Company  Party or
Investor  Party  against  the  indemnifying   party  or  others,  and  (ii)  any
liabilities the indemnifying party may be subject to pursuant to the law.

                                       8

     Section  7.  Contribution.   To  the  extent  any   indemnification  by  an
indemnifying  party is  prohibited  or limited by law,  the  indemnifying  party
agrees to make the maximum contribution with respect to any amounts for which it
would  otherwise be liable under  Section 6 to the fullest  extent  permitted by
law; provided,  however:  (i) no contribution shall be made under  circumstances
where the maker would not have been liable for  indemnification  under the fault
standards set forth in Section 6 of this  Agreement,  (ii) no Person involved in
the  sale of  Registrable  Securities  which  Person  is  guilty  of  fraudulent
misrepresentation  (within  the  meaning  of  Section  11(f) of the 1933 Act) in
connection  with such sale shall be  entitled  to  contribution  from any Person
involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation;   and  (iii)   contribution  by  any  seller  of  Registrable
Securities shall be limited in amount to the amount of net proceeds  received by
such seller from the applicable sale of such Registrable  Securities pursuant to
such Registration  Statement.  Notwithstanding the provisions of this Section 7,
the Investor shall not be required to contribute,  in the aggregate,  any amount
in excess  of the  amount by which the net  proceeds  actually  received  by the
Investor from the applicable sale of the Registrable  Securities  subject to the
Claim  exceeds the amount of any damages that the Investor  has  otherwise  been
required to pay, or would  otherwise be required to pay under  Section  6(b), by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission.

     Section 8. Miscellaneous.

     (a) Remedies. In the event of a breach by the Company or by the Investor of
any of their respective  obligations  under this Agreement,  the Investor or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
shall be entitled to specific  performance  of its rights under this  Agreement.
Each of the Company and the  Investor  agrees that  monetary  damages  would not
provide  adequate  compensation for any losses incurred by reason of a breach by
it of any of the provisions of this Agreement and hereby further agrees that, in
the event of any action for specific  performance in respect of such breach,  it
shall  not  assert  or shall  waive  the  defense  that a remedy at law would be
adequate.

     (b) Compliance.  The Investor covenants and agrees that it will comply with
the  prospectus  delivery  requirements  of the 1933 Act as  applicable to it in
connection  with sales of  Registrable  Securities  pursuant  to a  Registration
Statement.

     (c)  Piggy-Back  Registrations.  If,  at any time  prior  to the six  month
anniversary of the date hereof, there is not an effective Registration Statement
covering all of the  Registrable  Securities and the Company shall  determine to
prepare and file with the SEC a registration  statement  relating to an offering
for its own  account or the  account of others  under the 1933 Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the 1933 Act) or their then  equivalents  relating  to equity  securities  to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with the  Company's  stock option or
other employee  benefit plans,  then the Company shall deliver to the Investor a

                                       9

written notice of such  determination and, if within fifteen days after the date
of the delivery of such notice,  the Investor  shall so request in writing,  the
Company  shall  include in such  registration  statement all or any part of such
Registrable  Securities  the  Investor  requests  to  be  registered;  provided,
however,  that the Company  shall not be required  to register  any  Registrable
Securities  pursuant  to  this  Section  8(c)  that  are the  subject  of a then
effective Registration Statement.

     (d)  Amendments  and Waivers.  No provision  of this  Agreement  may be (i)
amended other than by a written instrument signed by both parties hereto or (ii)
waived  other  than in a written  instrument  signed by the party  against  whom
enforcement of such waiver is sought. Failure of any party to exercise any right
or remedy under this  Agreement or otherwise,  or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof.

     (e)  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Securities Purchase Agreement.

     (f)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties.
The  Company  may not  assign  (except  by  merger)  its  rights or  obligations
hereunder  without the prior written  consent of the Investor.  The Investor may
assign its rights  hereunder  if: (i) the  Investor  agrees in writing with such
transferee or assignee (as the case may be) to assign all or any portion of such
rights,  and a copy of such  agreement  is  furnished  to the  Company  within a
reasonable time after such transfer or assignment (as the case may be); (ii) the
Company is, within a reasonable  time after such transfer or assignment  (as the
case may be),  furnished with written notice of (a) the name and address of such
transferee or assignee (as the case may be), and (b) the securities with respect
to which such registration rights are being transferred or assigned (as the case
may be);  (iii)  immediately  following such transfer or assignment (as the case
may  be) the  further  disposition  of such  securities  by such  transferee  or
assignee  (as the case may be) is  restricted  under the 1933 Act or  applicable
state  securities  laws if so  required;  (iv) at or before the time the Company
receives the written  notice  contemplated  by clause (ii) of this sentence such
transferee  or assignee  (as the case may be) agrees in writing with the Company
to be bound by all of the  provisions  contained  herein;  (v) such  transfer or
assignment  (as the case may be) shall  have been  made in  accordance  with the
applicable  requirements of the Securities Purchase Agreement and the Notes; and
(vi) such transfer or assignment  (as the case may be) shall have been conducted
in accordance with all applicable  federal and state  securities  laws. The term
"Investor"  in this  Agreement  shall  also  include  all such  transferees  and
assignees.

     (g) Execution and  Counterparts.  This  Agreement may be executed in two or
more counterparts,  all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission  or by e-mail  delivery of a ".pdf"  format
data file,  such  signature  shall create a valid and binding  obligation of the

                                       10

party  executing (or on whose behalf such  signature is executed)  with the same
force and effect as if such facsimile or ".pdf"  signature page were an original
thereof.

     (h) Governing  Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of  this  Agreement  shall  be  determined  in
accordance with the provisions of the Securities Purchase Agreement.

     (i) Severability.  If any term, provision,  covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     (j) Headings.  The headings in this Agreement are for convenience  only, do
not  constitute  a part of the  Agreement  and  shall  not be deemed to limit or
affect any of the provisions hereof.


                            (Signature Pages Follow)

                                       11

     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.

                                 STEVIA CORP.

                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                                       12

     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.

                                 NOMIS BAY LTD.

                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:

                                       13

EX-99.1

                                                                    Exhibit 99.1

   STEVIA CORP. ANNOUNCES ENTRY INTO SECURITIES PURCHASE AGREEMENT AND SENIOR
                CONVERTIBLE NOTE WITH AN INSTITUTIONAL INVESTOR

INDIANAPOLIS, IN - (MARKETWIRE - March 4, 2014) -- Stevia Corp. (otcqb:STEV)
("Stevia Corp" or the "Company"), a farm management company focused on the
economic development of products that support a healthy lifestyle, including
stevia and hemp, is pleased to announce that effective March 3, 2014 (the
"Closing Date"), it has entered into a definitive securities purchase agreement
with an institutional investor to raise $940,000.

The Purchase Agreement provides that, upon the terms and subject to the
conditions set forth therein, the institutional investor shall purchase from the
Company a senior convertible note with an initial principal amount of $500,000
(the "Initial Convertible Note") for a purchase price of $340,000 (a 32%
original issue discount) (the "Initial Purchase Price"), and the Company shall
have the right to require the institutional investor to purchase from the
Company on or prior to the 10th trading day after the effective date of the
Registration Statement (the "Additional Closing Date") an additional senior
convertible note with an initial principal amount of $600,000 (the "Additional
Convertible Note" and, together with the Initial Convertible Note, the
"Convertible Notes") for a purchase price of $600,000 (the "Additional Purchase
Price"). The original issue discount will be reduced if the Company meets
certain deadlines with regard to filing and obtaining effectiveness of a
registration statement to register the shares underlying the Convertible Notes.

The Company has agreed to pay certain attorneys' fees and expenses related to
the agreement, plus fees to Garden State Securities, Inc. for its services in
acting as placement agent in connection with the transaction.

The proceeds from the offering, net of certain fees and expenses, will be used
for working capital to advance the Company's ability to execute its growth
strategy.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy the securities, nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of such
jurisdiction. Further details of the Company's business, finances, appointments
and agreements can be found as part of the Company's continuous public
disclosure as a reporting issuer under the Securities Exchange Act of 1934 filed
with the Securities and Exchange Commission's ("SEC") EDGAR database. For more
information visit: www.steviacorp.us .

ABOUT STEVIA CORP. (OTCQB: STEV)
Stevia Corp. is a farm management company focused on developing high value
products through proprietary plant breeding, excellent agricultural
methodologies and innovative post-harvest techniques. For more information
visit: www.steviacorp.us .

ABOUT THE CANNABIS INDUSTRY SECTOR
The cannabis plant has a history of use dating back thousands of years across
many cultures and the plant produces 483 known compounds which include more than
85 cannabinoids. Various strains of the plant have been selectively bred for
specific purposes. Industrial Cannabis (hemp) is grown primarily for fiber, seed
and seed oils; Medicinal Cannabis is grown for its constituent cannabinoids as
medical therapy to treat disease or alleviate symptoms; Recreational Cannabis is
bred to produce high levels of tetrahydrocannabinol (THC) for its psychoactive
properties.

In 2004, the United Nations estimated that global consumption of cannabis
indicated that approximately 4% of the adult world population (162 million
people) used cannabis annually, and that approximately 0.6% (22.5 million)
people used cannabis daily.

Food and fiber uses for industrial hemp are growing rapidly and have increased
over 300 percent, to an estimated 25,000 products, in the past few years. Much
of that growth is coming from the increased sales of hemp food products.

ABOUT THE STEVIA INDUSTRY SECTOR
Within two years of the USA market opening, Nielsen-based retail consumption
data indicated almost $1 billion of retail sales for the sector. In 2010, stevia
products were launched across thirty-five countries and in 38 categories. The
World Health Organization (WHO) estimates that stevia could replace 20-30% of
all dietary sweeteners. For more information visit: www.steviacorp.us .

NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" as that term is defined
in Section 27A of the United States Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. Statements in
this press release which are not purely historical are forward-looking
statements and include any statements regarding beliefs, plans, expectations or
intentions regarding the future. Such forward-looking statements include, among
other things, issuance of securities upon closing of the financing, filing of a
registration statement, contemplated use of proceeds from the financing, growth
plans, business strategy, growth of hemp and stevia leaf production and growth
of the hemp and stevia global market. Actual results could differ from those
projected in any forward-looking statements due to numerous factors. Such
factors include, among others, the inherent uncertainties associated with new
projects and development stage companies. These forward-looking statements are
made as of the date of this news release, and we assume no obligation to update
the forward-looking statements, or to update the reasons why actual results
could differ from those projected in the forward-looking statements. Although we
believe that any beliefs, plans, expectations and intentions contained in this
press release are reasonable, there can be no assurance that any such beliefs,
plans, expectations or intentions will prove to be accurate. Investors should
consult all of the information set forth herein and should also refer to the
risk factors disclosure outlined in our annual report on Form 10-K for the most
recent fiscal year, our quarterly reports on Form 10-Q and other periodic
reports filed from time-to-time with the Securities and Exchange Commission.

CONTACT:
Investor Relations
Email: ir@stevia.co
Tel: +1-888-250-2566
Web: www.steviacorp.us

Source: Stevia Corp.