EX 4.1


    Exhibit
      4.1

     

    THIS
      DEBENTURE AND ANY SHARES ACQUIRED UPON THE CONVERSION OF THIS DEBENTURE HAVE
      NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
      MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
      COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
      FEDERAL AND STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

    
      	 	 
	US
              $ ________________________	
              ____,
                2007

            


    

     

    10%
      SENIOR SECURED CONVERTIBLE DEBENTURE

    


    This
      Debenture is one of a series of Debentures (the “Debenture”) in the aggregate
      principal amount of $3,500,000.

    


    THIS
      DEBENTURE of ODYNE CORPORATION., a Delaware corporation (the “Company”), in the
      aggregate principal amount of __________ Thousand Dollars
      (US $____,000).

    


    FOR
      VALUE
      RECEIVED, the Company promises to pay to _______________, or its registered
      assigns (the “Holder”), the principal sum of ____________ Dollars (US $___,000),
      on or prior to the earlier of (i) a Subsequent Financing (as defined herein)
      or
      _______, 2009, [18 months after the Original Issuance Date] (the “Maturity
      Date”) and to pay interest to the Holder on the principal sum at the rate of ten
      percent (10.0%) per annum. Interest shall accrue daily commencing on the
      Original Issuance Date (as defined in Section 1 below) in the form of cash
      or freely trading shares of Common Stock of the Company selected by the Company
      until payment in full of the principal sum, together with all accrued and unpaid
      interest, has been made or duly provided for. In the event that the Company
      elects to have the interest on this Debenture payable in Common Stock, the
      shares of Common Stock shall be valued at the VWAP (as defined below) for the
      ten (10) days immediately preceding the date that such interest is due. Payment
      of accrued but unpaid interest shall be payable quarterly commencing March
      31,
      2008 and shall be payable within thirty (30) days of such interest being due
      and
      payable. If at any time after the Original Issuance Date an Event of Default
      has
      occurred and is continuing, interest shall accrue at the rate of fifteen percent
      (15%) per annum from the date of the Event of Default and the applicable cure
      period through and including the date of payment. Interest due and payable
      hereunder shall be paid to the person in whose name this Debenture (or one
      or
      more successor Debentures) is registered on the records of the Company regarding
      registration and transfers of the Debenture (the “Debenture Register). A
      transfer of the right to receive principal and interest under this Debenture
      shall be transferable only through an appropriate entry in the Debenture
      Register as provided herein.

    


    This
      Debenture is subject to the following additional provisions:

    


    Section
      1. Definitions.
      Capitalized terms used and not otherwise defined herein shall have the meanings
      given such terms in the Subscription Agreement dated on or about the Original
      Issuance Date pursuant to which the Debenture was originally issued (the
“Subscription Agreement”) As used in this Agreement, the following terms shall
      have the following meanings:

     

    “Common
      Stock” shall mean the shares of Common Stock of the Company (as adjusted for any
      reverse splits, forward splits, combination, reclassification or stock dividend
      from the date hereof).


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    “Common
      Stock Equivalents” shall mean any stock options, warrants, convertible
      securities, debt instruments or other rights to purchase or acquire shares
      of
      Common Stock.

    


    “Conversion
      Date” shall mean the date upon which the conversion of this Debenture shall be
      effective. 

    


    “Conversion
      Ratio” means, at any time, a fraction, the numerator of which is the then
      outstanding principal amount represented by the Debenture plus accrued but
      unpaid interest thereon, and the denominator of which is the applicable
      conversion price at such time.

    


    “Floor
      Conversion Price” shall mean $.25 per share of Common Stock, subject to
      adjustment.

    


    “Market
      Price” shall mean 70% of the VWAP of the Common Stock for the ten (10) business
      day period prior to the Conversion Date.

    


    “Notice
      of Conversion” shall have the meaning set forth in Section 4(a) hereof.


    


    “Original
      Issuance Date” shall mean the date of the first issuance of this Debenture
      regardless of the number of transfers hereof.

    


    “Principal
      Trading Market” shall mean The National Association of Securities Dealers Inc.’s
      Over-The-Counter Bulletin Board, the Pink Sheets, or a national securities
      exchange or national quotation system. 

     

    “Subsequent
      Financing” shall mean the completion by the Company of one or a series of
      related debt or equity financing transactions for minimum gross proceeds of
      $5,000,000, exclusive of any financing transaction by a factor or commercial
      bank.

    


    “Subsequent
      Financing Conversion Price” shall mean 80% of the purchase price of the
      securities purchased in a Subsequent Financing, or in the case that the
      Subsequent Financing shall consist of units to purchase securities, then 80%
      of
      the purchase price of said units. 

    


    “Transaction
      Documents” shall mean (i) this Debenture, (ii) the Subscription Agreement,
      Security Agreement and Registration Rights Agreement between the Holder and
      the
      Company of even date herewith and (iii) the Warrant to purchase Common Stock
      issued by the Company to the Holder.

    


    “VWAP”
      means the daily volume weighted average price of the Common Stock on the
      Principal Trading Market as reported by Bloomberg Financial L.P. (Based on
      a
      trading day from 9:30 a.m., New York time to 4:00 p.m., New York time) using
      the
      VWAP function on the date in question.

    


    Section
      2. Denominations
      of Debenture.
      The
      Debenture is exchangeable for an equal aggregate principal amount of the
      Debenture of different authorized denominations, as requested by the Holder
      surrendering the same, but shall not be issuable in denominations of less than
      integral multiplies of Ten Thousand Dollars (US$10,000.00). No service charge
      to
      the Holder will be made for such registration of transfer or
      exchange.

     

    Section
      3. Events
      of Default and Remedies.

     

    I. “Event
      of
      Default,” when used herein, means any one of the following events (whatever the
      reason and whether any such event shall be voluntary or involuntary or effected
      by operation of law or


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    pursuant
      to any judgment, decree or order of any court, or any order, rule or regulation
      of any administrative or governmental body):

    


    (a)    any
      default in the payment of the principal of or interest on this Debenture as
      and
      when the same shall become due and payable;

    


    (b)    the
      Company shall fail to observe or perform any other covenant, agreement or
      warranty contained in, or otherwise commit any breach of, this Debenture, and
      such failure or breach shall not have been remedied within thirty (30) Business
      Days of its receipt of notice of such failure or breach;

    


    (c)    the
      occurrence of any event or breach or default by the Company under the
      Transaction Document and, if there is a cure period, such failure or breach
      shall not have been remedied within the cure period provided for therein;


    


    (d)    the
      Company or any of its subsidiaries shall commence a voluntary case under the
      United States Bankruptcy Code as now or hereafter in effect or any successor
      thereto (the “Bankruptcy Code”); or an involuntary case is commenced against the
      Company under the Bankruptcy Code and the petition is not controverted within
      thirty (30) days, or is not dismissed within sixty (60) days, after commencement
      of the case; or a “custodian” (as defined in the Bankruptcy Code) is appointed
      for, or takes charge of, all or any substantial part of the property of the
      Company or the Company commences any other proceeding under any reorganization,
      arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
      or
      liquidation or similar law of any jurisdiction whether now or hereafter in
      effect relating to the Company or there is commenced against the Company any
      such proceeding which remains undismissed for a period of sixty (60) days;
      or
      the Company is adjudicated insolvent or bankrupt; or any order of relief or
      other order approving any such case or proceeding is entered; or the Company
      suffers any appointment of any custodian or the like for it or any substantial
      part of its property which continues undischarged or unstayed for a period
      of
      thirty (30) days; or the Company makes a general assignment for the benefit
      of
      creditors; or the Company shall fail to pay, or shall state in writing that
      it
      is unable to pay its debts generally as they become due; or the Company shall
      call a meeting of its creditors with a view to arranging a composition or
      adjustment of its debts; or the Company shall by any act or failure to act
      indicate its consent to, approval of or acquiescence in any of the foregoing;
      or
      any corporate or other action is taken by the Company for the purpose of
      effecting any of the foregoing;

    


    (e)    the
      Company shall default in any of its obligations under any mortgage, indenture
      or
      instrument under which there may be issued, or by which there may be secured
      or
      evidenced, any indebtedness of the Company in an amount exceeding One Hundred
      Thousand Dollars ($100,000.00), whether such indebtedness now exists or shall
      hereafter be created and such default shall result in such indebtedness becoming
      or being declared due and payable prior to the date on which it would otherwise
      become due and payable;

    


    (f)    the
      Company shall have its Common Stock deleted or de-listed, as the case may be,
      from the Principal Trading Market which such Common Stock is listed for trading
      or suspended from trading thereon, and shall not have its Common Stock re-listed
      or have such suspension lifted, as the case may be, within ten (10) Trading
      Days
      of such deletion or delisting; 

    


    (g)    the
      Company shall issue a press release, or otherwise make publicly known, that
      it
      is not honoring a properly executed and duly delivered Notice of Conversion
      complying with the terms of any of the Transaction Documents, for any reason
      whatsoever; and

    


    
      	 	
              (h)

            	
              The
                Company fails to issue shares of Common Stock to the Holder or to
                

            


    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    cause
      its
      transfer agent to issue shares of Common Stock upon exercise by the Holder
      of
      the conversion rights of the Holder in accordance with the terms of this
      Debenture, fails to transfer or to cause its transfer agent to transfer any
      certificate for shares of Common Stock issued to the Holder upon conversion
      of
      this Debenture and when required by this Debenture or the other Transaction
      Documents, and such transfer is otherwise lawful, or fails to remove any
      restrictive legend or to cause its transfer agent to transfer on any certificate
      or any shares of Common Stock issued to the Holder upon conversion of this
      Debenture as and when required by this Debenture or any of the Transaction
      Documents and such legend removal is otherwise lawful, and any such failure
      shall continue uncured for ten (10) business days after written notice of such
      failure.

    


    II.
      (a) If
      any
      Event of Default occurs, and continues beyond a cure period, if any, then the
      Holder may, by written notice to the Company, accelerate all of the payments
      due
      under this Debenture by declaring all amounts so due under this Debenture,
      whereupon the same shall become immediately due and payable without presentment,
      demand, protest or other notice of any kind, all of which are waived by the
      Company, notwithstanding anything contained herein to the contrary, and the
      Holder may immediately and without expiration of any additional grace period
      enforce any and all of its rights and remedies hereunder and all other remedies
      available to it under applicable law. Such declaration may be rescinded and
      annulled by the Holder at any time prior to payment hereunder. No such
      rescission or annulment shall affect any subsequent Event of Default or impair
      any right consequent thereon. This shall include, but not be limited to the
      right to temporary, preliminary and permanent injunctive relief without the
      requirement of posting any bond or undertaking. During the period commencing
      upon delivery of a notice of an Event of Default and terminating upon the cure
      of such Event of Default, the Company shall not issue an equity or debt
      securities or any Common Stock equivalents, including any options, warrants,
      or
      convertible debt or convertible equity.

    


    (b)    The
      Holder may thereupon proceed to protect and enforce its rights either by suit
      in
      equity and/or by action at law or by other appropriate proceedings whether
      for
      the specific performance (to the extent permitted by law) of any covenant or
      agreement contained in this Debenture or in aid of the exercise of any power
      granted in this Debenture, and proceed to enforce the payment of the Debenture
      held by it, and to enforce any other legal or equitable right of such
      Holder.

    


    (c)    Except
      as
      expressly provided for herein, the Company specifically (i) waives all rights
      it
      may have (A) to notice of nonpayment, notice of default, demand,
      presentment, protest and notice of protest with respect to any of the
      obligations hereunder or the shares of Common Stock and (B) notice of
      acceptance hereof or of any other action taken in reliance hereon, notice and
      opportunity to be heard before the exercise by the Holder of the remedies of
      self-help, set-off, or other summary procedures and all other demands and
      notices of any type or description except for cure periods, if any; and (ii)
      releases the Holder, its officers, directors, agents, employees and attorneys
      from all claims for loss or damage caused by any act or failure to act on the
      part of the Holder, its officers, attorneys, agents, directors and employees
      except for gross negligence or willful misconduct. 

    


    Section
      4. Conversion.

     

    (a)    Commencing
      on the earlier of (i) twelve (12) months from the date hereof or (ii) the date
      of the closing of a Subsequent Financing, the Holder is entitled, at its option,
      to convert and sell on the same day, at any time and from time to time subject
      to restrictions set forth below, until payment in full of this Debenture, the
      principal amount of this Debenture, plus accrued and unpaid interest, in whole
      or in part, into either (i) shares of Common Stock at the Conversion Ratio
      if
      such conversion occurs based on the Market Price or (ii) the securities issued
      pursuant to a Subsequent Financing based on the Subsequent


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    Financing
      Conversion Price, if a Subsequent Financing should occur before the Conversion
      Date. If conversion is not made in connection with a Subsequent Financing the
      conversion price shall be the greater of (i) the Market Price or (ii) the Floor
      Conversion Price. , In the event that this Debenture has not been paid in full
      or converted in full, prior to the closing of a Subsequent Financing, then
      at
      least 10 days prior to the closing of a Subsequent Financing, the Company shall
      deliver a notice to the Holder (a “Subsequent Financing Notice”). The Subsequent
      Financing Notice shall describe in reasonable detail the proposed terms of
      such
      Subsequent Financing and the Company shall attach thereto the subscription
      documents and other closing documents in connection with the Subsequent
      Financing. If the Holder desires to convert all or a portion of this Debenture
      together with the interest thereon into the securities offered in the Subsequent
      Financing, then the Holder shall complete the subscription documents and other
      closing documents in connection with the Subsequent Financing and return them
      to
      the Maker, at least three business days prior to the closing of the Subsequent
      Financing. 

    


    (b)    No
      fraction of shares or scrip representing fractions of shares will be issued
      on
      conversion, but the number of shares issuable shall be rounded to the nearest
      whole share. To convert this Debenture, on the Conversion Date, the Holder
      hereof shall deliver written notice thereof, substantially in the form of
Exhibit A
      to this
      Debenture, with appropriate insertions (the “Conversion Notice”), to the Company
      at its address as set forth herein. 

    


    (c)    The
      Company shall reserve and keep available out of its authorized but unissued
      shares of Common Stock, solely for the purpose of effecting the conversion
      of
      this Debenture, such number of shares of Common Stock as shall from time to
      time
      be sufficient to effect such conversion, based upon the conversion price.


    


    (d)    The
      issuance of a certificate or certificates for shares of Common Stock upon
      conversion of the Debenture shall be made without charge to the Holder for
      any
      documentary stamp or similar taxes that may be payable in respect of the
      issuance or delivery of such certificate, provided that the Company shall not
      be
      required to pay any tax that may be payable in respect of any transfer involved
      in the issuance and delivery of any such certificate upon conversion in a name
      other than that of the Holder and the Company shall not be required to issue
      or
      deliver such certificates unless or until the person or persons requesting
      the
      issuance thereof shall have paid to the Company the amount of such tax or shall
      have established to the satisfaction of the Company that such tax has been
      paid.

     

    (e)    The
      Debenture converted into Common Stock shall be canceled upon
      conversion.

     

    (f)    Each
      Notice of Conversion shall be given by facsimile to the Company no later than
      4:00 p.m. New York time, on any Business Day. Any such notice shall be deemed
      given and effective upon the transmission of such facsimile at the facsimile
      telephone number specified in the Subscription Agreement (with printed
      confirmation of transmission). In the event that the Company receives the Notice
      of Conversion after 4:00 p.m. New York time, any such notice shall be deemed
      to
      have been given on the next Business Day. 

     

    (g)    When
      the
      Holder elects to convert a part of the Debenture, then the Company shall reissue
      a new Debenture in the same form as this Debenture to reflect the new principal
      amount.

    


    (h)    If,
      at
      the time of issuance of shares of Common Stock upon conversion of this
      Debenture, no registration statement is in effect with respect to such shares
      under applicable provisions of the Act, the Company may, at its election,
      require that (i) the Holder provide written reconfirmation of the Holder’s
      investment intent to the Company, and (ii) any stock certificate evidencing
      Common Stock shall bear legends reading substantially as
      follows:


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OF 1933 (THE “ACT”) OR AN OPINION OF COUNSEL SATISFACTORY TO THE
      ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER THE
      ACT.”

     

    (i) The
      Floor
      Conversion Price shall be subject to adjustment as set forth below in this
      Section 4(i). 

     

    (a)    Adjustment
      for Stock Splits and Combinations.
      If the
      Company shall at any time, or from time to time after the date hereof (the
      “Original
      Issue Date”),
      effect a subdivision of the outstanding Common Stock, the Floor Conversion
      Price
      in effect immediately prior thereto shall be proportionately decreased, and
      conversely, if the Company shall at any time or from time to time after the
      Original Issue Date combine the outstanding shares of Common Stock, the Floor
      Conversion Price then in effect immediately before the combination shall be
      proportionately increased. Any adjustment under this Section 5(i) shall become
      effective at the close of business on the date the subdivision or combination
      becomes effective.

     

    (b)    Adjustment
      for Certain Dividends and Distributions.
      In the
      event the Company at any time, or from time to time after the Original Issue
      Date, shall make or issue, or fix a record date for the determination of holders
      of Common Stock entitled to receive, a dividend or other distribution payable
      in
      additional shares of Common Stock, then and in each such event the Floor
      Conversion Price then in effect shall be decreased as of the time of such
      issuance or, in the event such a record date shall have been fixed, as of the
      close of business on such record date, by multiplying the Floor Conversion
      Price
      then in effect by a fraction:

     

    (i)    the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date, and

     

    (ii)    the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution; provided,
      however,
      if such
      record date shall have been fixed and such dividend is not fully paid or if
      such
      distribution is not fully made on the date fixed therefor, the Floor Conversion
      Price shall be recomputed accordingly as of the close of business on such record
      date and thereafter, the Floor Conversion Price shall be adjusted pursuant
      to
      this Section 5(i)(b)(ii) as of the time of actual payment of such dividends
      or
      distributions.

     

    (c)    Adjustments
      for Other Dividends and Distributions.
      In the
      event the Company at any time or from time to time after the Original Issue
      Date
      shall make or issue, or fix a record date for the determination of holders
      of
      Common Stock entitled to receive, a dividend or other distribution payable
      in
      securities of the Company other than shares of Common Stock, then and in each
      such event provision shall be made so that the holders of this Debenture shall
      receive upon conversion thereof in addition to the number of shares of Common
      Stock receivable thereupon, the amount of securities of the Company that they
      would have received had the Debentures been converted into Common Stock on
      the
      date of such event and had thereafter, during the period from the date of such
      event to and including the Conversion


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    Date,
      retained such securities receivable by them as aforesaid during such period
      giving application to all adjustments called for during such period under this
      Section 5(i)(c).

     

    Section
      5. Registration
      Rights.
      The
      Company is obligated to register the resale of the shares of Common Stock
      issuable upon conversion of this Debenture pursuant to the terms of the
      Registration Rights Agreement of even date herewith between the Company and
      the
      Holder.

    


    Section
      6. Ranking;
      Security.
      This
      Debenture and the other Debenture issued in this series shall rank senior to
      any
      other debt of the Company, and the Holder, pari passu among the other Holders
      of
      the Debenture, shall rank senior with respect to any payment of amounts due
      under this Debenture upon the liquidation, dissolution or otherwise of the
      Company. Except as set forth herein, so
      long
      as there are any obligations outstanding under this Debenture, no indebtedness
      of the Company is or shall become senior to this Debenture in right of payment,
      whether with respect of interest, damages or upon liquidation or dissolution
      or
      otherwise. The Company will not, directly or indirectly, enter into, create,
      incur or assume any indebtedness of any kind, on or with respect to any of
      its
      property or assets now owned or hereafter acquired or any interest therein
      or
      any income or profits therefrom, that is senior in any respect to the Company’s
      obligations under this Debenture. This Debenture shall be secured pursuant
      to
      the terms of the Security Agreement and shall be evidenced by a first priority
      lien on all of the assets of the Company.  

    


    Section
      7. Absolute
      Payment Obligation.
      Except
      as expressly provided herein, no provision of this Debenture shall alter or
      impair the obligation of the Company, which is absolute and unconditional,
      to
      pay the principal of, and interest on, this Debenture at the time, place, and
      rate, and in the coin or currency, herein prescribed. This Debenture is a direct
      obligation of the Company. This Debenture ranks pari passu with all other
      Debentures now or hereafter issued under the terms set forth herein.


    


    Section
      8. Prepayment.
      

    


    (a)    Optional
      Prepayment.
      Commencing twelve (12) months from the date hereof, the Company shall have
      the
      right, by
      providing thirty (30) days prior written notice to the Holder, to prepay this
      Debenture without premium or penalty. A
      condition precedent to prepayment of this Debenture is that the Company is
      listed on a Principal Trading Market and the registration statement contemplated
      by the Registration Rights Agreement shall be declared effective by the U.S.
      Securities and Exchange Commission or the shares of Common Stock issuable upon
      conversion of the Debenture may be sold pursuant to Rule 144 under the
      Securities Act without volume limitations.

    


    (b)    Mandatory
      Prepayment.
      In the
      event that the Company shall complete a Subsequent Financing prior to the
      Maturity Date, and the Holder has not converted this Debenture into the
      securities issued in a Subsequent Financing, then all amounts due under this
      Debenture shall become due and payable on the closing of the Subsequent
      Financing. 

    


    Section
      9. No
      Rights of Stockholders.
      Except
      as otherwise provided herein or in the Subscription Agreement, this Debenture
      shall not entitle the Holder to any of the rights of a stockholder of the
      Company, including without limitation, the right to vote on or consent to any
      action, to receive dividends and other distributions, or to receive any notice
      of, or to attend, meetings of stockholders or any other proceedings of the
      Company, unless and to the extent converted into shares of Common Stock in
      accordance with the terms hereof.


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    Section 10. Loss,
      Theft, Mutilation or Destruction.
      If this
      Debenture shall be mutilated, lost, stolen or destroyed, the Company shall
      execute and deliver, in exchange and substitution for and upon cancellation
      of a
      mutilated Debenture, or in lieu of or in substitution for a lost, stolen or
      destroyed Debenture, a new Debenture for the principal amount of this Debenture
      so mutilated, lost, stolen or destroyed but only upon receipt of an affidavit
      of
      such loss, theft or destruction of such Debenture, and, if requested by the
      Company, an agreement to indemnify the Company in form reasonably acceptable
      to
      the Company.

    


    Section 11. Governing
      Law.
      This
      Debenture shall be governed by and construed and enforced in accordance with
      the
      internal laws of the State of New York without regard to the principles of
      conflicts of law thereof. Any action to enforce the terms of this Debenture,
      the
      Subscription Agreement or any other Transaction Document shall be exclusively
      brought in the state and/or federal courts in the state and county of New York.
      Service of process in any action by the Holder to enforce the terms of this
      Debenture may be made by serving a copy of the summons and complaint, in
      addition to any other relevant documents, by commercial overnight courier to
      the
      Company at its address set forth in the Subscription Agreement. The parties
      consent to the jurisdiction of the state and federal courts located in the
      state
      and county of New York. 

    


    Section 12. Notices.
      Any
      notice, request, demand, waiver, consent, approval or other communication which
      is required or permitted to be given to any party hereunder shall be in writing
      and shall be deemed duly given only if delivered to the party personally or
      sent
      to the party by facsimile upon electronic confirmation receipt (promptly
      followed by a hard-copy delivered in accordance with this Section 12) or three
      days after being mailed by registered or certified mail (return receipt
      requested), with postage and registration or certification fees thereon prepaid,
      or if sent by nationally recognized overnight courier, one day after being
      mailed, addressed to the party at its address as set forth in Section 10.2
      of
      the Subscription Agreement or such other address as may be designated hereafter
      by notice given pursuant to the terms of this Section 12.

    


    Section 13.
       Waiver.
      Any
      waiver by the Company or the Holder of a breach of any provision of this
      Debenture shall not operate as or be construed to be a waiver of any other
      breach of such provision or of any breach of any other provision of this
      Debenture. The failure of the Company or the Holder to insist upon strict
      adherence to any term of this Debenture on one or more occasions shall not
      be
      considered a waiver or deprive that party of the right thereafter to insist
      upon
      strict adherence to that term or any other term of this Debenture in any other
      occasion. Any waiver must be in writing.

    


    Section 
      14. Invalidity.
      If any
      provision of this Debenture is held to be invalid, illegal or unenforceable,
      the
      balance of this Debenture shall remain in effect, and if any provision is held
      to be inapplicable to any person or circumstance, it shall nevertheless remain
      applicable to all other persons and circumstances.

     

    Section 15. Payment
      Dates.
      Whenever any payment or other obligation hereunder shall be due on a day other
      than a Business Day, such payment shall be made on the next following Business
      Day.

    


    Section 16.  Transfer;
      Assignment.
      This
      Debenture may not be transferred or assigned, in whole or in part, at any time,
      except in compliance by the transferor and the transferee with applicable
      federal and state securities laws.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    Section 17. Fees
      of Enforcement.
      In the
      event any Party commences legal action to enforce its rights under this
      Debenture, the non-prevailing party shall pay all reasonable costs and expenses
      (including but not limited to reasonable attorney’s fees, accountant’s fees,
      appraiser’s fees and investigative fees) incurred in enforcing such
      rights.

     

     

    [Signature
      Page Follows]


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      by
      an officer thereunto duly authorized as of the date first above
      indicated.

    


    ODYNE
      CORPORATION

     

     

    By: 
      ___________________________

    Name:

    Title:

     

    


    


    
      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

    

     

    EXHIBIT
      A

     

    NOTICE
      OF CONVERSION

     

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

     

    
      	
              TO:

            	 


    

    


    The
      undersigned hereby irrevocably elects to convert $     
      of the
      principal amount of the above Debenture into Shares of Common Stock of Odyne
      Corporation according to the conditions stated therein, as of the Conversion
      Date written below.

     

    
      	
              Conversion
                Date:

            	  

	
              Applicable
                Conversion Price:

            	 

	
              Signature:

            	 

	
              Name:

            	 

	
              Address:

            	 

	
              Amount
                to be converted:

            	
              $ 
                          

            
	
              Amount
                of Debenture unconverted:

            	
              $ 
                          

            
	
              Conversion
                Price per share: 

            	
              $ 
                          

            
	
              Number
                of shares of Common Stock to be issued:

            	  

	
              Please
                issue the shares of Common Stock in the following name and to the
                following address:

            	  

	
              Issue
                to:

            	 

	
              Authorized
                Signature:

            	 

	
              Name:

            	 

	
              Title:

            	 

	
              Phone
                Number:

            	 

	
              Broker
                DTC Participant Code:

            	 

	
              Account
                Number:

            	 



    

     

    
      
         

      

        -11-