8% SECURED SUBORDINATED CONVERTIBLE DEBENTURE

      NEITHER  THESE  SECURITIES  NOR  THE  SECURITIES   ISSUABLE  UPON
      CONVERSION  HEREOF HAVE BEEN  REGISTERED  WITH THE UNITED  STATES
      SECURITIES AND EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION
      OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT").  THE  SECURITIES  ARE  RESTRICTED AND MAY NOT BE OFFERED,
      RESOLD,  PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT
      PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT OR AN EXEMPTION
      FROM SUCH REGISTRATION REQUIREMENTS.


No. ___                                                           US $__________

                      IN VERITAS MEDICAL DIAGNOSTICS, INC.

                  8% SECURED SUBORDINATED CONVERTIBLE DEBENTURE
                               DUE APRIL 30, 2008


     THIS  DEBENTURE  is issued  by In  Veritas  Medical  Diagnostics,  Inc.,  a
corporation  organized and existing under the laws of the State of Colorado (the
"Company")  and  is  designated  as  its  8%  Secured  Subordinated  Convertible
Debenture due April 30, 2008 (the "Debenture").


     FOR VALUE RECEIVED,  the Company  promises to pay to Triumph Small Cap Fund
L.P. or  permitted  assigns (the  "Holder"),  the  principal  sum of _______ (US
$_____)  and accrued  interest  thereon at the rate of 8% per annum on April 30,
2008 (the "Maturity Date"). Accrual of interest shall commence on the Issue Date
at the rate of 8% per annum and continue  until payment in full of the principal
sum and all accrued interest has been made or duly provided for.


     This Debenture is subject to the following provisions:

     (1) Tax  Withholding.  The Company  shall be entitled to withhold  from all
payments of  principal  of this  Debenture  any amounts  required to be withheld
under the  applicable  provisions  of the United States income tax laws or other
applicable  laws at the time of such  payments,  and Holder  shall  execute  and
deliver all required documentation in connection therewith.

     (2)  Transfer  Restrictions.  This  Debenture  has been  issued  subject to
investment   representations  of  the  original  purchaser  hereof  and  may  be
transferred or exchanged only in compliance  with the Act, and other  applicable
state and foreign  securities  laws. The Holder shall deliver  written notice to
the  Company of any  proposed  transfer of this  Debenture.  In the event of any
proposed transfer of this Debenture,  the Company may require, prior to issuance
of a new Debenture in the name of such other person,  that it receive reasonable
transfer   documentation   including  legal  opinion(s)  of  counsel  reasonably

<PAGE>

acceptable to the Company  and/or its counsel that the issuance of the Debenture
in such  other  name does not and will not cause a  violation  of the Act or any
applicable  state or  foreign  securities  laws.  Prior to due  presentment  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,  whether or not this  Debenture be
overdue,  and neither the Company nor any such agent shall be affected by notice
to the contrary.

     (3) Conversion.

        (a) Holders Right to Convert.  The Holder of this Debenture is entitled,
at its option, to convert at any time, the principal amount of this Debenture or
any portion thereof,  together with accrued but unpaid interest,  into shares of
Common Stock of the Company ("Conversion Shares") at a conversion price for each
share of Common Stock ("Conversion Price") of $0.05.

     (4) Sufficient Shares Reserved. The Company shall at all times prior to the
conversion  in full or payment in full of this  Debenture  reserve a  sufficient
number of shares of Common  Stock to permit  the  Holder to  convert  the entire
principal  amount of this Debenture at the Conversion  Price.  The Company shall
initially reserve at least 100% of the number of shares of Common Stock issuable
to Holder as of the Closing Date.  The Company shall take all actions  necessary
to  give  effect  to the  preceding  sentence,  including,  without  limitation,
amending its  Certificate of  Incorporation  to authorize  additional  shares of
Common Stock, if necessary.

     (5) Conversion Procedures.

        (a) Conversion  shall be effectuated by  surrendering  this Debenture to
the Company (if such Conversion will convert all outstanding principal) together
with the form of conversion  notice attached hereto as Exhibit A (the "Notice of
Conversion"),  executed by the Holder of this Debenture evidencing such Holder's
intention to convert this Debenture or a specified  portion (as above  provided)
hereof, and accompanied, if required by the Company, by proper assignment hereof
in blank.  Interest accrued or accruing from the date of issuance to the date of
conversion  shall be paid in cash or shares of Common  Stock as set forth above.
No  fraction  of a share or scrip  representing  a  fraction  of a share will be
issued on conversion,  but the number of shares  issuable shall be rounded up to
the nearest  whole share.  The date on which Notice of  Conversion is given (the
"Conversion  Date") shall be deemed to be the date on which the Holder faxes the
Notice of  Conversion  duly executed to the Company.  Facsimile  delivery of the
Notice of  Conversion  shall be accepted by the Company at facsimile  number +44
(0) 1463 667 310, Attn.:  Martin Thorp,  Chief Financial  Officer.  Certificates
representing Common Stock upon conversion will be delivered to the Holder within
twenty (20) Trading Days from the date the Notice of  Conversion is delivered to
the  Company.  Delivery of shares upon  conversion  shall be made to the address
specified by the Holder in the Notice of Conversion.

<PAGE>

     (6)  Debenture  is  an  Unconditional  Obligation.  No  provision  of  this
Debenture shall alter or impair the obligation of the Company, which is absolute
and unconditional,  to pay the principal,  and interest on, of this Debenture at
the time,  place,  and  rate,  and in the coin or  currency  or shares of Common
Stock, herein prescribed. This Debenture is a direct obligation of the Company.

     (7) Debenture Secured by Subordinated Security Interest.  This Debenture is
secured pursuant to the terms of the Security Agreement between the Borrower and
the Holder  executed as of the Issue Date.  Notwithstanding  the foregoing,  all
payments  due under  this Note shall be  subordinated  and made  junior,  in all
respects to the payment in full of all principal,  all interest  accrued thereon
and all other amounts due on the secured  indebtedness  of the Company set forth
in Schedule I of this Debenture.

     (8)  Merger;  Consolidation;  Sale of  Assets.  If the  Company  merges  or
consolidates with another corporation or sells or transfers all or substantially
all of its assets to  another  person  and the  holders of the Common  Stock are
entitled to receive  stock,  securities or property in respect of or in exchange
for Common  Stock,  then as a condition of such merger,  consolidation,  sale or
transfer, the Company and any such successor, purchaser or transferee agree that
the  Debenture  may  thereafter  be  converted  on the terms and  subject to the
conditions  set forth  above  into the kind and amount of stock,  securities  or
property  receivable  upon such  merger,  consolidation,  sale or  transfer by a
holder of the number of shares of Common Stock into which this  Debenture  might
have been  converted  immediately  before such  merger,  consolidation,  sale or
transfer,  subject to adjustments  which shall be as nearly equivalent as may be
practicable.

     In the event of any proposed  merger,  consolidation or sale or transfer of
all or  substantially  all of the assets of the Company (a  "Sale"),  the Holder
hereof shall have the right to convert any or all of the Debenture by delivering
a Notice of Conversion to the Company  within ten (10) days of receipt of notice
of such Sale from the  Company,  which  notice the Company  shall be required to
give.

     (9) Governing Law;  Jurisdiction.  This Debenture  shall be governed by and
construed  in  accordance  with the laws of the State of New  York.  Each of the
parties  consents to the  jurisdiction  of the federal  courts  whose  districts
encompass  any part of the State of New York or the state courts of the State of
New York in connection  with any dispute arising under this Debenture and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such jurisdictions.

     (10)  Default.  Any one of the  following  shall  constitute  an  "Event of
Default":

        (a) The Company shall default in the payment of principal or interest on
this  Debenture  and same shall  continue  for a period of thirty (30)  business
days, during such time the Company shall have an opportunity to cure; or

        (b) Any of the representations or warranties made by the Company herein,
or in any  agreement,  certificate  or  financial  or other  written  statements
heretofore  or  hereafter  furnished  by the  Company  in  connection  with  the

<PAGE>

execution  and  delivery  of this  Debenture  or the  Warrant  shall be false or
misleading at the time made and which  deficiency has had or could reasonably be
expected to have a material  adverse  effect on the Holder or its  investment in
the Company; or

        (c) The Company  fails to issue  shares of Common Stock to the Holder or
to 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 as and when  required by this  Debenture,  and such  transfer is
otherwise  lawful,  or fails to remove  any  restrictive  legend or to cause its
Transfer Agent to transfer any  certificate or any shares of Common Stock issued
to the Holder upon  conversion  of this  Debenture as and when  required by this
Debenture  and such legend  removal is  otherwise  lawful,  and any such failure
shall continue uncured for thirty (30) business days; or

        (d) The  Company  shall  fail to  perform or  observe,  in any  material
respect, any other covenant, term, provision, condition, agreement or obligation
of the Company under this Debenture and such failure shall continue  uncured for
a period of thirty (30) business days after written notice of such failure; or

        (e) The  Company  shall (1) admit in writing  its  inability  to pay its
debts  generally  as they  mature;  (2) make an  assignment  for the  benefit of
creditors  or  commence  proceedings  for its  dissolution;  or (3) apply for or
consent to the appointment of a trustee, liquidator or receiver for its or for a
substantial part of its property or business; or

        (f) A trustee, liquidator or receiver shall be appointed for the Company
or for a  substantial  part of its property or business  without its consent and
shall not be discharged within sixty (60) days after such appointment; or

        (g) Any  governmental  agency or any court of competent  jurisdiction at
the instance of any  governmental  agency shall assume custody or control of the
whole or any substantial  portion of the properties or assets of the Company and
shall not be dismissed within sixty (60) days thereafter; or

        (h) Bankruptcy, reorganization, insolvency or liquidation proceedings or
other  proceedings for relief under any bankruptcy law or any law for the relief
of debtors  shall be  instituted  by or against the Company  and, if  instituted
against the Company,  shall not be  dismissed  within sixty (60) days after such
institution or the Company shall by any action or answer approve of, consent to,
or acquiesce in any such  proceedings or admit the material  allegations  of, or
default in answering a petition filed in any such proceeding; or

        (i) The Company  shall have its Common Stock  suspended or delisted from
trading on the Principal Market for in excess of thirty (30) Trading Days.

<PAGE>

     Upon the occurrence of an Event of Default, or at any time thereafter,  and
in each and every such case, unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of any
subsequent  default)  at the  option  of the  Holder  and in the  Holder's  sole
discretion,  the Holder may consider this Debenture immediately due and payable,
without  presentment,  demand,  protest or notice of any kind,  all of which are
hereby  expressly  waived,  anything herein or in any note or other  instruments
contained  to the  contrary  notwithstanding,  and the  Holder  may  immediately
enforce any and all of the Holder's  rights and remedies  provided herein or any
other  rights or remedies  afforded by law;  provided,  that any payment of this
Debenture  in  connection  with an Event of  Default  may,  at the option of the
Holder,  be made in shares of Common Stock of the Company which number of shares
shall be calculated  based upon at the closing sale price of the Common Stock on
the date the Debenture becomes due and payable.  Such payment of shares shall be
made within twenty (20) Trading Days of such demand.

     (11) No Rights as Stockholder. Nothing contained in this Debenture shall be
construed  as  conferring  upon  the  Holder  the  right  to vote or to  receive
dividends  or to consent or receive  notice as a  stockholder  in respect of any
meeting  of  stockholders  or any  rights  whatsoever  as a  stockholder  of the
Company, unless and to the extent converted in accordance with the terms hereof.

     (12) Additional  Conversion  Restrictions.  In no event shall any holder be
entitled to convert the  outstanding  principal  amount and accrued  interest of
this  Debenture for shares of Common Stock in excess of that number of shares of
Common  Stock  that,  upon  giving  effect to such  conversion,  would cause the
aggregate number of shares of Common Stock  beneficially owned by the holder and
its  "affiliates"  (as defined in Rule 405 under the  Securities  Act) to exceed
9.99% of the  outstanding  shares of the Common  Stock of the Company  following
such conversion. For purposes of this Section 14, the aggregate number of shares
of Common  Stock  beneficially  owned by the  Holder  and its  affiliates  shall

<PAGE>

include the number of shares of Common Stock  issuable  upon  conversion  of the
Debenture  with  respect to which the  determination  is being  made,  but shall
exclude  the number of shares of Common  Stock that would be  issuable  upon (i)
conversion  of any  remaining,  unconverted  portion of this  Debenture and (ii)
exercise or conversion of the  unexercised or  unconverted  portion of any other
Securities (including, without limitation, any warrants) subject to a limitation
on  conversion  or  exercise  analogous  to  the  limitation   contained  herein
beneficially owned by the Holder and its affiliates.  Except as set forth in the
preceding sentence,  for purposes of this Section 14, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  For purposes of this Section 14, in determining the number of
outstanding  shares  of  Common  Stock  a  Holder  may  rely  on the  number  of
outstanding shares of Common Stock as reflected in (1) the Company's most recent
Form  10-QSB  or Form  10-KSB,  as the case  may be,  (2) a more  recent  public
announcement  by the  Company  or (3) any  other  notice by the  Company  or its
transfer  agent setting forth the number of shares of Common Stock  outstanding.
For any reason at any time, upon the written or oral request of any holder,  the
Company shall immediately confirm orally and in writing to the Holder the number
of  shares  of  Common  Stock  then  outstanding.  In any  case,  the  number of
outstanding  shares of Common Stock shall be  determined  after giving effect to
conversions  of portions of the  Debenture  by such Holder  since the date as of
which such number of  outstanding  shares of Common Stock was  reported.  To the
extent  that  the  limitation   contained  in  this  Section  14  applies,   the
determination  of whether the  Debenture  is  convertible  (in relation to other
securities  owned  by a  Holder)  and of  which  portion  of this  Debenture  is
convertible shall be in the sole discretion of the Holder, and the submission of
a Notice of Conversion shall be deemed to be the Holder's determination that the
Debenture  is  convertible,  in each case subject to such  aggregate  percentage
limitation,  and the  Company  shall  have no  obligation  or right to verify or
confirm the accuracy of such  determination.  Nothing  contained herein shall be
deemed to restrict  the right of a holder to convert the  Debenture at such time
as such conversion will not violate the provisions of this Section 14.

                     [The next page is the signature page.]

<PAGE>
     IN WITNESS  WHEREOF,  the Company has caused this instrument to be executed
by its officer thereunto duly authorized.


Dated:   November 29, 2006

                                          IN VERITAS MEDICAL DIAGNOSTICS, INC.



                                          By: /s/ Martin Thorp
                                          ---------------------
                                          Name: Martin Thorp
                                          Title: Chief Financial Officer



<PAGE>
                                    EXHIBIT A

                              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 principal  amount of the above Debenture No. ___ into Shares of Common Stock
of In  Veritas  Medical  Diagnostics,  Inc.  (the  "Company")  according  to the
conditions hereof, as of the date written below.


Date of Conversion ____________________________________________________________


Applicable Conversion Price  __________________________________________________


Accrued Interest_______________________________________________________________


Number of Shares to be Issued  ________________________________________________


Name of Holder ________________________________________________________________


Signature of Holder ___________________________________________________________

Address for Delivery of Shares or DTC
Account Number for Electronic Delivery of Shares: _____________________________

_______________________________________________________________________________

<PAGE>
                                   SCHEDULE I
                           SENIOR SECURED INDEBTEDNESS


o    Montgomery  Equity  Partners  Secured  Convertible  Debenture  dated  as of
     September 7, 2005, as amended on October 19, 2006.