highpt8kex10d_103107.htm


     

    
      

      

    

     

    Exhibit
      10.d

     

    HIGH
      POINT TRANSPORT, INC.

    
      


      10%
        SUBORDINATED CONVERTIBLE DEBENTURE (COLLATERALZED)

      DUE
        DECEMBER 31, 2008

      


      Number: ________________________________

                                                           

      Principal
        :
        $______________________________                                                      

      


      Original
        Issue
        Date: ________________________                                                                                    

      


      Registered
        Holder:  _________________________                                                               

                    (name)

      


      High
        Point Transport, Inc., a Florida
        corporation (the "Company") with principal offices at 23730 County Rd. 675,
        Myakka City, Fl. 34251, for value received, hereby promises to pay the
        registered holder hereof (the “Holder”) the principal sum set forth above on
        December 31, 2008 (the “Maturity Date”), in such coin or currency of the United
        States of America as at the time of payment shall be the legal tender for
        the
        payment of public and private debts, and to pay interest, less any amounts
        required by law to be deducted or withheld, computed on the basis of a 365-day
        year, on the unpaid principal balance hereof from the date hereof (the "Original
        Issue Date"), at the rate of 10% per year, until such principal sum shall
        have
        become due and payable, or has been converted by the Holder pursuant to Section
        6, below.  Interest payments will be made at the option of the Holder
        in either cash or in such number of shares of the Company’s common stock, $.0001
        par value (“Common Stock”), computed in accordance with Section 5.2 below and
        shall be paid, on December 31, 2007 and quarterly thereafter until Maturity,
        or
        if the principal of the Debenture is earlier converted, upon conversion pursuant
        to Section 6, below.  All references herein to dollar amounts refers
        to U.S. dollars.Debenture is collateralized by a first position lien on all
        equipment listed in Exhibit 1. A UCC filing will be entered against said
        equipment at closing.

      


      By
        acceptance and purchase of this
        Debenture, the registered holder hereof agrees with the Company that the
        Debenture shall be subject to the following terms and conditions:

      


      1.           Authorization
        of Debentures.  The Company has authorized the issue and sale of
        its 10% Senior Subordinated Convertible Debentures due December 31, 2008
        (the
        "Debenture," such term includes any debentures which may be issued in exchange
        or in replacement thereof) in the aggregate principal amount of not more
        than
        U.S. $1,500,000.

      


      2.           Transfer
        or Exchange.  Prior to due presentation to the Company for
        transfer of this Debenture, the Company and any agent of the Company may
        treat
        the person in whose name this Debenture is duly registered on the Company’s
        Debenture Register as the owner hereof for the purpose of receiving payment
        as
        herein provided and for all other purposes.

      


      3.           Prepayment;
        Payment of Interest in Shares.

       

      3.1           Optional
        Prepayment of Debenture. Subject to the Holder’s right to convert set forth
        in Section 4, below, the Company may prepay the Debenture on ten days prior
        written notice.

       

      3.2           Payment
        of Interest in Shares.  Prior to the conversion of the principal
        amount of the Debenture, the Company will issue to the Holder, at the Holder’s
        option, in lieu of cash interest, shares of Common Stock calculated in
        accordance with the following formula (the “Conversion Rate”):

       

                         
        Interest
        Shares = (.10 x *Principal) / Conversion Price, where

       *Principal
        = the Principal Amount
        of the Debenture, and

       *Conversion
        Price =
        $1.00

      


      4.           Conversion
        of Debentures.

       

      4.1           Conversion
        of the Debenture.


      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      


      


      
        	
                 

              	
                (a)

              	
                Right
                  to Convert.  Subject to the provisions of paragraph 4.1(b),
                  below, the record holder of this Debenture shall be entitled, on
                  or after
                  the Date of Original Issuance, at the option of the Holder, to
                  convert
                  this Debenture, in whole or in part, into fully paid and non-assessable
                  shares of the Company’s Common Stock at the rate of $1.00 per
                  share.

              


      

      


      4.2           Exercise
        of Conversion Privilege. In order to exercise the conversion privilege, the
        Holder shall surrender such Debenture, together with the Notice of Conversion
        annexed hereto as Exhibit 1 appropriately endorsed to the Company at its
        principal office, accompanied by written notice to the Company (a) stating
        that
        the Holder elects to convert the Debenture or a portion thereof, and if a
        portion, the amount of such portion in multiples of $500 in principal amount,
        and (b) setting forth the name or names (with address) in which the certificate
        or certificates for shares of Common Stock issuable upon such conversion
        shall
        be issued. Provided the Debenture is received properly endorsed promptly
        by the
        Company, the date of conversion of such Debenture shall be deemed to be the
        date
        of receipt of Notice of Conversion, even if the Company's stock transfer
        books
        are at that time closed, and the converting Holder shall be deemed to have
        become, on the date of conversion, the record holder of the shares of Common
        Stock deliverable upon such conversion.  If the Debenture is not
        received, properly endorsed by the fifth business day following the date
        the
        Company receives Notice of Conversion, the date of conversion shall be deemed
        to
        be the date the Debenture is received, provided that such later receipt will
        not
        lower the Conversion Price stated in the Notice of Conversion.

      


      As
        soon as reasonably possible after
        the date of conversion, the Company shall issue and deliver to such converting
        Holder a certificate or certificates for the number of shares of Common Stock
        due on such conversion. No adjustments in respect of interest or cash dividends
        shall be made upon the conversion of any Debenture or Debentures.

      


      Upon
        conversion of the Debenture in
        part, the Company shall execute and deliver to the Holder thereof, at the
        expense of the Company, a new Debenture, in aggregate principal amount equal
        to
        the unconverted portion of such Debenture. Such new Debenture shall have
        the
        same terms and provisions other than the principal amount as the Debenture
        or
        Debentures surrendered for conversion.

      


      4.3           Duration
        of Conversion Privilege.  The right to subscribe for and purchase
        shares of Common Stock pursuant to the conversion privilege granted herein
        shall
        commence on the Original Issue Date and shall expire at 5:00 p.m., New York
        time
        on December 31, 2008.

      


      4.4           Stock
        Fully Paid; Restricted.  The Company covenants and agrees
        that:

      


      
        	
                 

              	
                (a)

              	
                all
                  shares which may be issued upon the exercise of the conversion
                  privilege
                  granted herein will, upon issuance in accordance with the terms
                  hereof, be
                  fully paid, non-assessable, and free from all taxes, liens and
                  charges
                  (except for taxes, if any, upon the income of the Holder) with
                  respect to
                  the issue thereof, and that the issuance thereof shall not give
                  rise to
                  any preemptive rights on the part of the
                  stockholders;

              


      

      


      
        	
                 

              	
                (b)

              	
                the
                  failure of the Company to issue shares upon the conversion of the
                  Debenture will cause the holder immediate irreparable
                  harm.

              


      

      


      4.5   Antidilution
        Provisions.  The following provisions apply to the
        Debenture:

      


      
        	
                 

              	
                (a)

              	
                In
                  case the Company shall (i) pay a dividend or make a distribution
                  in shares
                  of Common Stock, (ii) subdivide its outstanding shares of Common
                  Stock
                  into a greater number of shares of Common Stock, (iii) combine
                  its
                  outstanding shares of Common Stock into a smaller number of shares
                  of
                  Common Stock, (iv) make a distribution on its Common Stock in shares
                  of
                  its capital stock other than Common Stock, or (v) issue by
                  reclassification of its Common Stock other securities of the Company,
                  the
                  conversion privilege of the Debenture and the Conversion Price
                  then in
                  effect immediately prior thereto shall be adjusted so
                  that

              


      


      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                the
                  Holder shall be entitled to receive the kind and number of shares
                  of
                  Common Stock and other securities of the Company which it would
                  have owned
                  or would have been entitled to receive after the happening of any
                  of the
                  events described above, had the Debenture been converted immediately
                  prior
                  to the happening of such event or any record date with respect
                  thereto.
                  Any adjustment made pursuant to this paragraph (a) shall become
                  effective
                  immediately after the effective date of such event retroactive
                  to the
                  record date, if any, for such
                  event.

              


      

      


      
        	
                 

              	
                 (b)

              	
                When
                  the number of shares of Common Stock or the Conversion Price is
                  adjusted
                  as herein provided, the Company shall cause to be promptly mailed
                  to the
                  Holder by first class mail, postage prepaid, notice of such adjustment
                  or
                  adjustments and a certificate of a firm of independent public accountants
                  selected by the Board of Directors of the Company (who may be the
                  regular
                  accountants employed by the Company) setting forth the number of
                  shares of
                  Common Stock and the Conversion Price after such adjustment, a
                  brief
                  statement of the facts requiring such adjustment and the computation
                  by
                  which such adjustment was made.

              


      

      


      
        	
                 

              	
                (c)

              	
                For
                  the purpose of this Section 4.5, the term "Common Stock" shall
                  mean (A)
                  the class of stock designated as the Common Stock of the Company
                  at the
                  date of this Debenture or (B) any other class of stock resulting
                  from
                  successive changes or reclassification of such Common Stock consisting
                  solely of changes in par value, or from par value to no par value,
                  or from
                  no par value to par value. In the event that at any time, as a
                  result of
                  an adjustment made pursuant to this Section 4.5, the Holder shall
                  become
                  entitled to receive any securities upon conversion of the Company
                  other
                  than shares of Common Stock thereafter the number of such other
                  securities
                  and the Conversion Price of such securities shall be subject to adjustment
                  from time to time in a manner and on terms as nearly equivalent
                  as
                  practicable to the provisions with respect to the Common Stock
                  contained
                  in this Section 4.5.

              


      

      


      4.6           No
        Adjustment for Dividends.  Except as provided in Section 4.5, no
        adjustment in respect to any dividends paid shall be made during the term
        of the
        Debenture or upon the exercise of the Debenture.

      


      4.7           Preservation
        of Purchase Rights Upon Reclassification Consolidation. etc. In the case of
        any consolidation of the Company with or merger of the Company into another
        corporation or in the case of any sale or conveyance to another corporation
        of
        all or substantially all of the property, assets or business of the Company,
        the
        Company or such successor or purchasing corporation, as the case may be,
        shall
        provide that the Holder shall have the right thereafter upon payment of the
        Conversion Price in effect immediately prior to such action to purchase upon
        conversion of the Debenture the kind and amount of shares and other securities
        and property which the Holder would have owned or have been entitled to receive
        after the happening of such consolidation, merger, sale or conveyance had
        the
        Debenture been converted immediately prior to such action. Such agreement
        shall
        provide for adjustments, which shall be as nearly equivalent as may be
        practicable to the adjustments provided for in this Section 4. The provisions
        of
        this Section 4.7 shall similarly apply to successive consolidations, mergers,
        sales or conveyances.

      


      4.8           Par
        Value of Common Stock. Before taking any action which would cause an
        adjustment reducing the Conversion Price below the then par value of the
        shares
        of Common Stock issuable upon conversion of the Debenture, the Company will
        take
        any corporate action which may, in the opinion of its counsel, be necessary
        in
        order that the Company may validly and legally issue fully paid and
        non-assessable shares of Common Stock at such adjusted Conversion
        Price.

      


      4.9
        a           Statement
        on Debenture Certificates.  Irrespective of any adjustments in the
        Conversion Price or the number of securities convertible, this Debenture
        certificate or any certificates hereafter issued may continue to express
        the
        same price and number of securities as are stated in this Debenture certificate.
        However, the Company may at any time in its sole discretion (which shall
        be
        conclusive) make any change in the form of the Debenture certificate that
        it may
        deem appropriate and that does not affect the substance thereof; and any
        Debenture certificate thereafter issued, whether upon registration or transfer
        of, or in exchange or substitution for, an outstanding Debenture certificate,
        may be in the form so changed.


      
        
          
          

        

        
          3.

          
            

          

        

        
          
          

        

      


                                   
         4.9b       Collateral. A first
        position lien (UCC filing ) will be filed at closing on all equipment listed
        on
        Exhibit 1 of this agreement.

      


      5.           Restrictions
        on Transferability.  The Debenture and the Common Stock issuable
        upon conversion of the Debenture shall not be transferred, hypothecated or
        assigned before satisfaction of the conditions specified in this Section
        5,
        which conditions are intended to ensure compliance with the provisions of
        the
        Securities Act with respect to the Transfer of any Debenture or any Common
        Stock
        issuable upon conversion of the Debenture.  Holder, by acceptance of
        this Debenture, agrees to be bound by the provisions of this Section
        5.

      


      5.1           Restrictive
        Legend.  The Holder by accepting this Debenture and any Common
        Stock issuable upon conversion of the Debenture agrees that this Debenture
        and
        the Common Stock issuable upon conversion hereof may not be assigned or
        otherwise transferred unless and until (i) the Company has received an opinion
        of counsel for the Holder that such securities may be sold pursuant to an
        exemption from registration under the Securities Act or (ii) a registration
        statement relating to such securities has been filed by the Company and declared
        effective by the Commission.

      


      
        	
                 

              	
                (a)

              	
                Each
                  certificate for Common Stock issuable hereunder shall bear a legend
                  substantially worded as follows unless such securities have been
                  sold
                  pursuant to an effective registration statement under the Securities
                  Act:

              


      

      “The
        securities represented by this certificate have not been registered under
        the
        Securities Act of 1933, as amended (the “Act”) or any state securities
        laws.  The securities may not be offered for sale, sold, assigned,
        offered, transferred or otherwise distributed for value except (i) pursuant
        to
        an effective registration statement under the Act or any state securities
        laws
        or (ii) pursuant to an exemption from registration or prospectus delivery
        requirements under the Act or any state securities laws in respect of which
        the
        Company has received an opinion of counsel satisfactory to the Company to
        such
        effect.”

      


      
        	
                 

              	
                    
                  (b)

              	
                Except
                  as otherwise provided in this Sec­tion 5, the Debenture shall be
                  stamped or otherwise imprinted with a legend in substantially the
                  following form:

              


      

      


      “This
        Debenture and the securities represented hereby have not been regis­tered
        under the Securities Act of 1933, as amended, or any state securities laws
        and
        may not be transferred in violation of such Act, the rules and regulations
        thereunder or any state securities laws or the provisions of this
        Debenture.”

      


      5.2           Notice
        of Proposed Transfers.  Prior to any Transfer or attempted
        Transfer of any Debenture or any shares of Restricted Common Stock, the Holder
        shall give five (5) days’ prior written notice (a “Transfer Notice”) to the
        Company of Holder’s intention to effect such Transfer, describing the manner and
        circumstances of the proposed Transfer, and obtain from counsel to Holder
        an
        opinion that the proposed Transfer of such Debenture or such Restricted Common
        Stock may be effected without registration under the Securities Act or state
        securities laws.  After the Company’s receipt of the Transfer Notice
        and opinion, such Holder shall thereupon be entitled to Transfer such Debenture
        or such Restricted Common Stock, in accordance with the terms of the Transfer
        Notice.  Each certificate, if any, evidencing such shares of
        Restricted Common Stock issued upon such Transfer and the Debenture issued
        upon
        such Transfer shall bear the restrictive legends set forth in Section 5.1,
        unless in the opinion of such counsel such legend is not required in order
        to
        ensure compliance with the Securities Act.

      


      5.3           Termination
        of Restrictions.  Notwithstand­ing the foregoing provisions of
        Section 5, the restrictions imposed by this Section upon the transferability
        of
        the Debentures, the Common Stock issuable upon conversion and the Restricted
        Common Stock (or Common Stock issuable upon the conversion of the Debenture)
        and
        the legend requirements of Section 5.1 shall terminate as to any particular
        Debenture or Restricted Common Stock (or Common Stock issuable upon the
        conversion of the Debenture) (i) when and so long as such security shall
        have been effectively registered under the Securities Act and applicable
        state
        securities laws and disposed of pursuant thereto or (ii) when the Company
        shall have received an opinion of counsel that such shares may be transferred
        with­out registration thereof under the Securities Act and applicable state
        securities laws.  Whenever the restrictions imposed by Section 5 shall
        terminate as to this Debenture, as hereinabove provided, the Holder hereof
        shall
        be entitled to receive from the Company upon written request of the Holder,
        at
        the expense of the Company, a new Debenture


      
        
          
          

        

        
          4.

          
            

          

        

        
          
          

        

      


      bearing
        the following legend in place of the restrictive legend set forth
        hereon:

      


      “THE
        RESTRICTIONS ON TRANSFERABIL­ITY OF THE WITHIN DEBENTURE CONTAINED IN
        SECTION 5 HEREOF TERMINATED ON ___________, 20__, AND ARE OF NO FURTHER FORCE
        AND EFFECT.”

      


      All
        Debentures issued upon registration of transfer, division or combination
        of, or
        in substitution for, any Debenture or entitled to bear such legend shall
        have a
        similar legend endorsed thereon.  Whenever the restrictions imposed by
        this Section shall terminate as to any share of Restricted Common Stock,
        as
        hereinabove provided, the holder thereof shall be entitled to receive from
        the
        Company, at the Company’s expense, a new certificate representing such Common
        Stock not bearing the restrictive legends set forth in Section 5.1.

      


      5.4           Listing
        on Securities Exchange.  If the Company shall list any shares of
        Common Stock on any securities exchange, it will, at its expense, list thereon,
        maintain and, when necessary, increase such listing of, all shares of Common
        Stock issued or, to the extent permissible under the applicable securities
        exchange rules, issuable upon the conversion of this Debenture so long as
        any
        shares of Common Stock shall be so listed during the Exercise
        Period.

      6.

      6.1           Abandonment
        or Delay.  If, at any time after giving written notice of its
        intention to register any equity securities and prior to the effective date
        of
        the registration statement filed in connection with such registration, the
        Company shall determine for any reason not to register or to delay registration
        of such equity securities, the Company may, at its election, give written
        notice
        of such determination to all Holders and (i) in the case of a determination
        not
        to register, shall be relieved of its obligation to register any Common Stock
        issuable upon conversion of the Debenture in connection with such abandoned
        registration, and (ii) in the case of a determination to delay such registration
        of its equity securities, shall be permitted to delay the registration of
        such
        Common Stock for the same period as the delay in registering such other equity
        securities.

      


      6.2           Holder's
        Right to Withdraw.  Any Holder shall have the right to withdraw
        its request for inclusion of its Common Stock in any registration statement
        pursuant to this Section 6 by giving written notice to the Company of its
        request to withdraw; provided, however, that (i) such request must be made
        in
        writing prior to the earlier of the execution of the underwriting agreement
        or
        the execution of the custody agreement with respect to such registration,
        and
        (ii) such withdrawal shall be irrevocable and, after making such withdrawal,
        a
        Holder shall no longer have any right to include such Common Stock in the
        registration as to which such withdrawal was made.

      


      6.3           Cutbacks.  If
        the managing underwriter of any underwritten offering shall inform the Company
        by letter of its belief that the number of shares of Common Stock requested
        to
        be included in a registration under this Section 6 would materially adversely
        affect such offering, then the Company will include in such registration,
        first
        the securities proposed by the Company to be sold for its own account and,
        second the Common Stock issuable upon conversion and all other securities
        of the
        Company to be included in such registration to the extent of the number and
        type, if any, which the Company is so advised can be sold in (or during the
        time
        of) such offering, pro rata among the Holders participating in such offering
        in
        accordance with the number of shares of Common Stock held by each such
        Holder.

      


      7.           Fractional
        Shares. No fractional shares of Common Stock will be issued in connection
        with any subscription hereunder but in lieu of such fractional shares, the
        Company shall make a cash payment therefor equal in amount to the product
        of the
        applicable fraction multiplied by the Conversion Price then in
        effect.

      


      8.           Subordination.
        Any right of the Holder to payment of principal or interest from the Company
        shall be subordinated to the claims and rights of the holders of the Senior
        Debt
        (“Senior Debt Holders”). "Senior Debt" means all Indebtedness of the Company
        other than the Debentures, whether outstanding on the date of execution of
        this
        Debenture or thereafter created, incurred or assumed, except (x) any such
        Indebtedness that by the terms of the instrument or instruments by which
        such
        Indebtedness was created, assumed or incurred expressly provides that it
        (i) is
        junior in right of payment to the Debentures or (ii) ranks pari passu in
        right of payment with the Debentures and (y) any amendments, modifications
        or
        supplements to, or any renewals, extensions, deferrals, refinancing and
        refunding of, any of the foregoing.  Any cash payment of principal or
        interest to the Holder shall be collected, enforced or received by the Holder
        as
        trustee for the Senior Debt Holders and paid over to the Senior Debt Holders.
        The Holder


      
        
          
          

        

        
          5.

          
            

          

        

        
          
          

        

      


      agrees
        that in the event of any payment of principal or interest by the Company
        to the
        Holder by reason of any receivership, insolvency or bankruptcy proceeding,
        or
        proceeding for reorganization or readjustment of the Company or its properties,
        or otherwise, then, in any such event, the Senior Debt Holders shall be
        preferred in the payment of their claims over the claim of the Holder to
        payment
        of principal or interest against the Company or its properties, and the claims
        of the Senior Debt Holders shall be first paid and satisfied in full before
        any
        payment or distribution of any kind or character, whether in cash or property,
        shall be made to the Holder. Provided, however, that this Section 8 shall
        not
        apply to any payment of principal or interest made to the Holder while the
        Company is solvent and not in default with respect to its Senior
        Debt.

      


      9.           Replacement
        of Debenture Certificate. Upon receipt of evidence satisfactory to the
        Company of the certificate loss, theft, destruction or mutilation of the
        Debenture certificate and, in the case of any such loss, theft or destruction,
        upon delivery of a bond of indemnity satisfactory to the Company, or, in
        the
        case of any such mutilation, upon surrender and cancellation of the Debenture
        certificate, the Company will issue a new Debenture certificate, of like
        tenor,
        in lieu of such lost, stolen, destroyed or mutilated Debenture
        certificate.

      


      10.           Covenants
        of the Company.  So long as any of the Debentures remain
        outstanding, the Company shall:

      


      
        	
                 

              	
                (a)

              	
                At
                  all times keep reserved the total number of shares of Common Stock
                  necessary for the conversion of all of the then outstanding Debentures
                  at
                  the then current Conversion Rate;

              


      

      


      
        	
                 

              	
                (b)

              	
                Not
                  pay any dividends in cash and/or property or other assets of the
                  Company
                  in respect of its Common Stock or
                  otherwise.

              


      

      


      
        	
                 

              	
                (c)

              	
                Not
                  issue any debentures of the Company other than the Debentures unless
                  the
                  rights of the holders of such debentures are subordinated to the
                  Debentures or paripassu therewith, in which event the terms
                  of the subordination provision shall be similar to the terms set
                  forth in
                  Section 9 of this Debenture;

              


      

      


      
        	
                 

              	
                 (d)

              	
                Not
                  enter into a loan secured by the property and/or assets of the
                  Company or
                  any of its subsidiaries with (i) any director, officer or 5% stockholder
                  of the Company, (ii) any entity in which a director, officer or
                  5%
                  stockholder has an interest as an officer, director, partner, beneficiary
                  of a trust or is a 5% or more equity holder of such entity, or
                  (iii) any
                  parent, spouse, child or grandchild of an officer, director or
                  5%
                  stockholder of the Company upon terms no less favorable to the
                  Company
                  than those which could be obtained from an “arms-length” lender;
                  and

              


      

      
        	
                 

              	
                (e)

              	
                Not
                  redeem, repurchase or otherwise acquire any shares of the common
                  or
                  preferred stock of the Company.

              


      

      


      11.           Default.  If
        any of the following events (herein called “Events of Default”) shall
        occur:

      


      
        	
                 

              	
                (a)

              	
                if
                  the Company shall default in the payment or prepayment of any part
                  of the
                  principal of any of the Debentures after the same shall become
                  due and
                  payable, whether at maturity or at a date fixed for prepayment
                  or by
                  acceleration or otherwise, and such default shall continue for
                  more than
                  30 days; or

              


      

      


      
        	
                 

              	
                (b)

              	
                if
                  the Company shall default in the payment of any installment of
                  interest on
                  any of the Debentures for more than 30 days after the same shall
                  become
                  due and payable; or

              


      

      


      
        	
                 

              	
                (c)

              	
                if
                  the Company shall make an assignment for the benefit of creditors
                  or shall
                  be unable to pay its debts as they become due;
                  or

              


      

      


      
        	
                 

              	
                (d)

              	
                if
                  the Company shall dissolve; terminate its existence; become insolvent
                  on a
                  balance sheet basis; commence a voluntary case under the federal
                  bankruptcy laws or under any other federal or state law relating
                  to
                  insolvency or debtor's relief; permit the entry of a decree or
                  order for
                  relief against the Company in an involuntary case under the federal
                  bankruptcy

              


      


      
        
          
          

        

        
          6.

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                laws
                  or under any other applicable federal or state law relating to
                  insolvency
                  or debtor's relief; permit the appointment or consent to the appointment
                  of a receiver, trustee, or custodian of the Company or of any of
                  the
                  Company's property; make an assignment for the benefit of creditors;
                  or
                  admit in writing to be failing generally to pay its debts as such
                  debts
                  become due;

              


      

      


      
        	
                 

              	
                (e)

              	
                if
                  the Company shall default in the performance of or compliance with
                  any
                  agreement, condition or term contained in this Debenture or any
                  of the
                  other Debentures and such default shall not have been cured within
                  30 days
                  after such default,

              


      

      


      
        	
                 

              	
                (f)

              	
                Any
                  of the representations or warranties made by the Company herein,
                  in the
                  Subscription Agreement, or in any certificate or financial or other
                  statements heretofore or hereafter furnished by or on behalf of
                  the
                  Company in connection with the execution and delivery of this Debenture
                  or
                  the Subscription Agreement shall be false or misleading in any
                  material
                  respect at the time made; or

              


      

      


      
        	
                 

              	
                (g)

              	
                Any
                  money judgment, writ or warrant of attachment, or similar process
                  not
                  covered by insurance in excess of One Hundred Thousand Dollars
                  ($100,000)
                  in the aggregate shall be entered or filed against the Company
                  or any of
                  its properties or other assets and shall remain unpaid, unvacated,
                  unbonded or unstayed for a period of thirty (30) days or in any
                  event
                  later than ten (10) days prior to the date of any proposed sale
                  thereunder; or

              


      

      
 

      then
        and
        in any such event the Holder of this Debenture shall have the option (unless
        the
        default shall have theretofore been cured) by written notice to the Company
        to
        declare the Debenture to be due and payable, whereupon the Debenture shall
        forthwith mature and become due and payable, at the applicable prepayment
        price
        on the date of such notice, without presentment, demand, protest or further
        notice of any kind, all of which are hereby expressly waived, anything contained
        in this Debenture to the contrary notwithstanding. Upon the occurrence of
        an
        Event of Default, the Company shall promptly notify the Holder of this Debenture
        in writing setting out the nature of the default in reasonable
        detail.

      


      12.           Remedies
        on Default; Notice to Other Holders. In case any one or more of the Events
        of Default shall occur, the Holder may proceed to protect and enforce his
        or her
        rights by a suit in equity, action at law or other appropriate proceeding,
        whether, to the extent permitted by law, for the specific performance of
        any
        agreement of the Company contained herein or in aid of the exercise of any
        power
        granted hereby. If any Holder of one or more of the Debentures shall declare
        the
        same due and payable or take any other action against the Company in respect
        of
        an Event of Default, the Company will forthwith give written notice to the
        Holder of this Debenture, specifying such action and the nature of the default
        alleged.

      


      13.           Amendments.
        With the consent of the Holders of more than 50% in aggregate principal amount
        of the Debentures at the time outstanding, the Company, when authorized by
        a
        resolution of its Board of Directors, may enter into a supplementary agreement
        for the purpose of adding any provisions to or changing in any manner or
        eliminating any of the provisions of this Debenture or of any supplemental
        agreement or modifying in any manner the rights and obligations of the holders
        of Debentures or Common Stock issued upon conversion of the Debentures, and
        of
        the Company, provided, however, that no such supplemental agreement shall
        (a)
        extend the fixed maturity of any Debenture, or reduce the principal amount
        thereof, or reduce the rate or extend the time of payment of interest thereon,
        or alter or impair the right to convert the same into Common Stock at the
        rates
        and upon the terms provided in this Debenture, without the consent of the
        Holder
        of each of the Debentures so affected, or (b) reduce the aforesaid percentage
        of
        Debentures, the Holders of which are required to consent to any supplemental
        agreement, without the consent of the Holders of all Debentures then
        outstanding.

      


      14.           Changes,
        Waivers. etc.  Neither this Debenture nor any provisions hereof
        may be changed, waived, discharged or terminated orally, but only by a statement
        in writing signed by the party against which enforcement of the change, waiver,
        discharge or termination is sought, except to the extent provided in Section
        13
        of this Debenture.

      


      16.           Entire
        Agreement. This Debenture embodies the entire agreement and understanding
        between the Holder and the Company and supersedes all prior agreements and
        understandings relating to the subject matter hereof.


      
        
          
          

        

        
          7.

          
            

          

        

        
          
          

        

      


      


      17.           Governing
        Law, Jurisdiction, etc.

      


      
        	
                 

              	
                (a)   It
                  is the intention of the parties that the laws of the State of Florida
                  shall govern the validity of this Debenture, the construction of
                  its terms
                  and the interpretation of the rights and duties of the
                  parties.

              


      

      


      
        	
                 

              	
                (b)

              	
                In
                  the case of any dispute, question, controversy or claim arising
                  among the
                  parties hereto which shall arise out of or in connection with this
                  Debenture, the same shall be submitted to arbitration before a
                  panel of
                  three arbitrators in Tampa, Florida, in accordance with the rules
                  of the
                  American Arbitration Association.  One arbitrator shall be
                  appointed by the party or parties bringing the claims ("Claimant")
                  and one
                  arbitrator shall be appointed by the party or parties defending
                  the claim
                  ("Respondent").  The arbitrators selected by such parties shall
                  be selected within thirty (30) days after notification by the Claimant
                  to
                  the Respondent that it has determined to submit such dispute, question,
                  controversy or claim to arbitration.  The two arbitrators so
                  selected shall select a third arbitrator within thirty (30) days
                  after the
                  selection of the arbitrator selected by such parties.  Should a
                  party fail to select an arbitrator within the specified time period,
                  or
                  should the arbitrators selected by the parties fail to select a
                  third
                  arbitrator, the missing arbitrator or arbitrators shall be appointed
                  by
                  the Tampa, Florida office of the American Arbitration
                  Association.  The decision of the panel shall be final and
                  binding on the parties and enforceable in any court of competent
                  jurisdiction.  The costs of the arbitration will be imposed upon
                  the Claimant and Respondent as determined by the arbitration panel
                  or,
                  failing such determination, will be borne equally by the Claimant
                  and the
                  Respondent.  The successful or prevailing party or parties shall
                  be entitled to recover reasonable attorneys fees in addition to
                  any other
                  relief to which it may be entitled.

              


      

      


      
        	
                 

              	
                (c)

              	
                In
                  the event of any dispute, question, controversy or claim arising
                  among the
                  parties hereto which shall arise out of or in connection with this
                  Debenture, the parties shall keep the proceeding related to such
                  controversy in strict confidence and shall not disclose the nature
                  of said
                  dispute, the status of the proceeding or any testimony, documents
                  or
                  information obtained or exchanged in the course of said proceeding
                  without
                  the express written consent of all parties to such
                  dispute.

              


      

      


      
        	 	
                HIGH
                  POINT TRANSPORT, INC.

              
	 	 
	 	 
	 	 
	
                [Corporate
                  Seal]

              	 
	 	 
	 	
                By___________________________

              
	
                  

              	
                Paul
                  A. Henley, President & CEO

              
	 	 
	 	 
	
                Number:                      

              	 
	 	 
	
                Name
                  of
                  Holder:                                

              	 
	 	 
	
                Principal:
                  $                                

              	 
	 	 
	
                Original
                  Issue Date:
                                                             

              	 
	 	 


      


      
        
          
          

        

        
          8.

          
            

          

        

        
          
          

        

      


      EXHIBIT
        1

      


      NOTICE
        OF CONVERSION

      


      (To
        be
        Executed by the Registered Holder in order to Convert the
        Debenture)

      


      


      The
        undersigned hereby irrevocably
        elects to convert $______________ of the above Debenture No. _____ into
        _________ shares of Common Stock of High Point Transport, Inc. (the “Company”)
        according to the conditions set forth in such Debenture, as of the date written
        below.

      


      The
        undersigned confirms the
        representations and warranties set forth in the Subscription
        Agreement.

      


      


      


      
        	 	
                __________________________________________

              
	 	
                Date
                  of Conversion*

              
	 	 
	 	 
	 	
                __________________________________________

              
	 	
                Applicable
                  Conversion Price

              
	 	 
	 	 
	 	
                __________________________________________

              
	 	
                Signature

              
	 	 
	 	 
	 	
                __________________________________________

              
	 	
                Name

              
	 	 
	 	 
	 	
                __________________________________________

              
	 	
                Address

              
	 	 
	 	
                __________________________________________

              


      

      


      


      *The
        original Debenture and this Notice of Conversion must be received by the
        Company
        within five business days following the date of Conversion.

      


      9.