EXHIBIT
      10.15

    


    THIS
      AMENDED AND RESTATED SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS
      CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”),
      HAVE
      NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
      (“SEC”)
      OR THE
      SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT
      TO
      A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
      THE
      SECURITIES ARE “RESTRICTED”
AND
      MAY
      NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT,
      PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH
      OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO
      CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE
      ACT.

     

    


     

    AMENDED
      AND RESTATED SECURED DEBENTURE

     

     

    FALCON
      NATURAL GAS CORP.

     

     

    5%
      Secured Convertible Debenture

     

     

    April
      19, 2007

     

    


    
      	
              No.
                ___

            	
              US$1,000,000

            


    

    


    This
      Amended and Restated Secured Debenture (the “Debenture”)
      is
      issued on June 20, 2005 (the “Closing Date”)
      by
      Falcon Natural Gas Corp., a Nevada corporation (the “Company”),
      to
      Cornell Capital Partners, LP (together
      with its permitted successors and assigns, the “Holder”)
      pursuant to exemptions from registration
      under
      the Securities Act of 1933, as amended.

     

    WHEREAS,
      on
      April 19, 2005, the Company issued a Secured Debenture in the principal amount
      of $1,000,000 (the “Original
      Debenture”)
      to the
      Holder, pursuant to which no principal or accrued interest has been paid to
      the
      Holder.

    


    WHEREAS,
      this
      Debenture shall amend and supersede the Original Debenture.

     

    FOR
      VALUE RECEIVED,
      the
      Company hereby promises to pay to the Holder or its successors and assigns
      the
      principal sum of One Million Dollars ($1,000,000), together with accrued but
      unpaid interest on or before April 19, 2007 (the “Maturity
      Date”)
      in
      accordance with the following terms:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

     

    ARTICLE
      I.

     

    Section
      1.01 Payments.
      Interest
      on the outstanding principal balance hereof shall be due and payable monthly,
      in
      arrears, commencing on the earlier to occur of either (i) the date the
      registration statement filed pursuant to the Investors Registration Rights
      Agreement is declared effective by the SEC or (ii) September 1, 2005 and shall
      continue on the first day of each calendar month thereafter that any amounts
      under this Debenture are due and payable (each, an “Interest
      Payment Date”).
      Principal shall be due and payable in five (5) equal installments as outlined
      on
      the schedule attached hereto (“Schedule
      I”),
      plus
      accrued interest of each such installment or the highest rate permitted by
      applicable law, if lower. The installments of principal shall be due and payable
      commencing on the earlier to occur of either (i) the date the registration
      statement filed pursuant to the Investors Registration Rights Agreement is
      declared effective by the SEC or (ii) September 1, 2005 and
      subsequent installments shall be due and payable on the first day of each
      calendar month thereafter (“Principal
      Payment Date”)
      until
      the outstanding principal balance is paid in full. All payments in respect
      of
      the indebtedness evidenced hereby shall be made in collected funds, and shall
      be
      applied to principal, accrued interest and charges and expenses owing under
      or
      in connection with this Debenture in such order as the Holder elects, except
      that payments shall be applied to accrued interest before principal.
      Notwithstanding the foregoing, this Debenture shall become due and immediately
      payable, including all accrued but unpaid interest, upon an Event of Default.
      In
      the event the Holder has elected to convert a portion of this Debenture,
      pursuant to Section 1.03, in lieu of receiving a cash payment as outlined in
      this Section 1.01, the Company shall be entitled to an off-set of the cash
      payment due pursuant to Schedule I.

     

    Section
      1.02 Interest.
      Interest
      shall accrue on the outstanding principal balance hereof at an annual rate
      equal
      to five percent (5%). Interest shall be calculated on the basis of a 360-day
      year and the actual number of days elapsed, to the extent permitted by
      applicable law. Interest hereunder will be paid to the Holder.

     

    Section
      1.03 Optional
      Conversion.
      In
      lieu
      of receiving cash payments, pursuant to Section 1.01, the Holder may elect
      to
      convert any portion of this Debenture.
      The
      Holder is entitled, at its option, to convert, and sell on the same day, at
      any
      time and from time to time, until payment in full of this Debenture, all or
      any
      part of the principal amount of the Debenture, plus accrued interest, into
      shares (the “Conversion
      Shares”)
      of the
      Company’s common stock, par value US$0.0001 per share (“Common
      Stock”),
      at
      the price per share (the “Conversion
      Price”)
      equal
      to Sixty Cents ($0.60). If there is an Event of Default pursuant to any of
      the
      documents and/or agreements, including this Debenture, executed in connection
      with this Debenture remains uncured for the time period prescribed in the
      relevant document the Conversion Price shall be Ten Cents ($0.10) (the
“Default
      Conversion Price”).
      

     

    At
      the
      Company’s discretion, it may, upon written notification to the Holder, receipt
      of which is confirmed by the Holder, reject the conversions of the Holder for
      a
      period of five (5) trading days on a maximum of three (3) separate occasions
      during the life of this Debenture. Otherwise, there shall be no other
      restrictions on the Holder’s ability to convert and sell any part of this
      Debenture. Notwithstanding the foregoing, in the event of default (as defined
      herein or the Investor Registration Rights Agreement of even date herewith),
      such limitation upon conversions shall not apply and the Holder shall be
      entitled to convert without limitation or restriction. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    Section
      1.04 Reservation
      of Common Stock.
      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. If
      at
      any time the Company does not have a sufficient number of Conversion Shares
      authorized and available, then the Company shall call and hold a special meeting
      of its stockholders within thirty (30) days of that time for the sole
      purpose of increasing the number of authorized shares of Common
      Stock.

     

    Section
      1.05 Right
      of Redemption.
      The
      Company at its option shall have the right to redeem, with fifteen (15) business
      days advance written notice (the “Redemption
      Notice”),
      a
      portion or all outstanding convertible debenture. The redemption price shall
      be
      one hundred twenty percent (120%) of the amount redeemed plus accrued interest.
      

     

    Section
      1.06 Registration
      Rights.
      The
      Company is obligated to register the resale of the Conversion Shares under
      the
      Securities Act of 1933, as amended, pursuant to the terms of a Registration
      Rights Agreement, between the Company and the Holder of even date herewith
      (the
“Investor
      Registration Rights Agreement”).

     

    Section
      1.07 Interest
      Payments.
      The
      interest so payable will be paid at the time of maturity or conversion to the
      person in whose name this Debenture is registered. At the time such interest
      is
      payable, the Holder, in its sole discretion, may elect to receive the interest
      in cash (via wire transfer or certified funds) or in the form of Common
      Stock. In the event of default, as described in Article III
      Section 3.01 hereunder, the Holder may elect that the interest be paid in
      cash (via wire transfer or certified funds) or in the form of Common Stock.
      If
      paid in the form of Common Stock, the amount of stock to be issued will be
      calculated as follows: the value of the stock shall be the Closing Bid Price
      on:
      (i) the date the interest payment is due; or (ii) if the interest
      payment is not made when due, the date the interest payment is made. A number
      of
      shares of Common Stock with a value equal to the amount of interest due shall
      be
      issued. No fractional shares will be issued; therefore, in the event that the
      value of the Common Stock per share does not equal the total interest due,
      the
      Company will pay the balance in cash.

     

    Section
      1.08 Paying
      Agent and Registrar.
      Initially, the Company will act as paying agent and registrar. The Company
      may
      change any paying agent, registrar, or Company-registrar by giving the Holder
      not less than ten (10) business days’ written notice of its election to do
      so, specifying the name, address, telephone number and facsimile number of
      the
      paying agent or registrar. The Company may act in any such
      capacity.

     

    Section
      1.09 Secured
      Nature of Debenture.
      This
      Debenture is secured by all of the assets and property of the Company as set
      forth on Exhibit A to the Security Agreement dated the date hereof between
      the
      Company and the Holder (the “Security
      Agreement”).
      As
      set forth in the Security Agreement, Holder’s security interest shall terminate
      upon the occurrence of an Expiration Event as defined in the Security
      Agreement.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

     

    ARTICLE
      II.

     

    Section
      2.01 Amendments
      and Waiver of Default.
      Notwithstanding anything to the contrary herein, without the consent of the
      Holder, the Debenture may be amended to cure any ambiguity, defect or
      inconsistency, or to provide for assumption of the Company obligations to the
      Holder.

     

     

    ARTICLE
      III.

     

    Section
      3.01 Events
      of Default.
      An
      Event
      of Default is defined as follows: (a) failure by the Company to pay amounts
      due hereunder within fifteen (15) days of the date of maturity of this
      Debenture; (b) failure by the Company to comply with the terms of the
      Irrevocable Transfer Agent Instructions attached to the Securities Purchase
      Agreement; (c) failure by the Company’s transfer agent to issue freely tradeable
      Common Stock to the Holder within five (5) days of the Company’s receipt of
      the attached Notice of Conversion from Holder; (d) failure by the Company
      for ten (10) days after notice to it to comply with any of its other
      agreements in the Debenture; (e) events of bankruptcy or insolvency;
      (f) a breach by the Company of its obligations under the Securities
      Purchase Agreement or the Investor Registration Rights Agreement which is not
      cured by the Company within ten (10) days after receipt of written notice
      thereof. Upon the occurrence of an Event of Default, the Holder may, in its
      sole
      discretion, accelerate full repayment of all debentures outstanding and accrued
      interest thereon or may, notwithstanding any limitations contained in this
      Debenture and/or the Securities Purchase Agreement dated the date hereof between
      the Company and Cornell Capital Partners, L.P. (the “Securities
      Purchase Agreement”),
      convert all debentures outstanding and accrued interest thereon into shares
      of
      Common Stock pursuant to Section 1.02 herein. 

     

    Section
      3.02 Failure
      to Issue Unrestricted Common Stock.
      As
      indicated in Article III Section 3.01, a breach by the Company of its
      obligations under the Investor Registration Rights Agreement shall be deemed
      an
      Event of Default, which if not cured within ten (10) days, shall entitle
      the Holder to accelerate full repayment of all debentures outstanding and
      accrued interest thereon or, notwithstanding any limitations contained in this
      Debenture and/or the Securities Purchase Agreement, to convert all debentures
      outstanding and accrued interest thereon into shares of Common Stock pursuant
      to
      Section 1.02 herein. The Company acknowledges that failure to honor a Notice
      of
      Conversion shall cause irreparable harm to the Holder. 

     

     

    ARTICLE
      IV.

     

    Section
      4.01 Rights
      and Terms of Conversion.
      This
      Debenture, in whole or in part, may be converted at any time following the
      Closing Date, into shares of Common Stock at a price equal to the Conversion
      Price as described in Section 1.03 above.

     

    Section
      4.02 Re-issuance
      of Debenture.
      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.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


     

     

    ARTICLE
      V.

     

    Section
      5.01 Anti-dilution.
      In
      the
      event that the Company shall at any time subdivide the outstanding shares of
      Common Stock, or shall issue a stock dividend on the outstanding Common Stock,
      the Conversion Price in effect immediately prior to such subdivision or the
      issuance of such dividend shall be proportionately decreased, and in the event
      that the Company shall at any time combine the outstanding shares of Common
      Stock, the Conversion Price in effect immediately prior to such combination
      shall be proportionately increased, effective at the close of business on the
      date of such subdivision, dividend or combination as the case may
      be.

     

    Section
      5.02 Consent
      of Holder to Sell Capital Stock or Grant Security
      Interests.
      Except
      for the Standby Equity Distribution Agreement dated the date hereof between
      the
      Company and Cornell Capital Partners, LP, so long as any of the principal of
      or
      interest on this Debenture remains unpaid and unconverted, the Company shall
      not, without the prior consent of the Holder, issue or sell (i) any Common
      Stock or Preferred Stock without consideration or for a consideration per share
      less than its fair market value determined immediately prior to its issuance,
      (ii) issue or sell any Preferred Stock, warrant, option, right, contract,
      call, or other security or instrument granting the holder thereof the right
      to
      acquire Common Stock without consideration or for a consideration per share
      less
      than such Common Stock’s fair market value determined immediately prior to its
      issuance, (iii)
      enter into any security instrument granting the holder a security interest
      in
      any of the assets of the Company, or
      (iv)
      file any registration statement on Form S-8.

     

     

    ARTICLE
      VI.

     

    Section
      6.01 Notice.
      Notices
      regarding this Debenture shall be sent to the parties at the following
      addresses, unless a party notifies the other parties, in writing, of a change
      of
      address:

     

    
      	
              If
                to the Company, to:

            	
              Falcon
                Natural Gas Corp.

            
	 	
              Westchase
                Center

            
	 	
              2500
                Citywest Blvd - Suite 300

            
	 	
              Houston,
                TX 77019

            
	 	
              Attention: Massimiliano
                Pozzoni

            
	 	
              Telephone: (832)
                476-8699

            
	 	
              Facsimile: (713)
                456-2581

            
	 	 
	
              With
                a copy to:

            	
              Kirkpatrick
                & Lockhart Nicholson Graham LLP

            
	 	
              201
                South Biscayne Boulevard - Suite 2000

            
	 	
              Miami,
                FL 33131-2399

            
	 	
              Attention: Clayton
                E. Parker, Esq.

            
	 	
              Telephone: (305)
                539-3300

            
	 	
              Facsimile: (305)
                358-7095

            
	 	 
	
              If
                to the Holder:

            	
              Cornell
                Capital Partners, LP

            
	 	
              101
                Hudson Street, Suite 3700

            
	 	
              Jersey
                City, NJ 07303

            
	 	
              Telephone: (201)
                985-8300

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 
	
              With
                a copy to:

            	
              David
                Gonzalez, Esq.

            
	 	
              101
                Hudson Street - Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Telephone: (201)
                985-8300

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 


    

    


     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Section
      6.02 Governing
      Law.
      This
      Debenture shall be deemed to be made under and shall be construed in accordance
      with the laws of the State of Nevada without giving effect to the principals
      of
      conflict of laws thereof. Each of the parties consents to the jurisdiction
      of
      the U.S. District Court sitting in the District of the State of New Jersey
      or the state courts of the State of New Jersey sitting in Hudson County, New
      Jersey 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.

     

    Section
      6.03 Severability.
      The
      invalidity of any of the provisions of this Debenture shall not invalidate
      or
      otherwise affect any of the other provisions of this Debenture, which shall
      remain in full force and effect.

     

    Section
      6.04 Entire
      Agreement and Amendments.
      This
      Debenture represents the entire agreement between the parties hereto with
      respect to the subject matter hereof and there are no representations,
      warranties or commitments, except as set forth herein. This Debenture may be
      amended only by an instrument in writing executed by the Company and the
      Holder.

     

    Section
      6.05 Counterparts.
      This
      Debenture may be executed in multiple counterparts, each of which shall be
      an
      original, but all of which shall be deemed to constitute on
      instrument.

     

    IN
      WITNESS WHEREOF,
      with
      the intent to be legally bound hereby, the Company as executed this Amended
      and
      Restated Secured Debenture as of the date first written above.

     

    
      	 	
              FALCON
                NATURAL GAS CORP.

            
	 	 
	 	
              By: /s/
                Massimiliano Pozzoni  

            
	 	
              Name: Massimiliano
                Pozzoni

            
	 	
              Title: Vice
                President

            


    

    


    


    


    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

        
          


        

      

    



    
      SCHEDULE
        I

      PAYMENT
        SCHEDULE



     

     

    
      	 	 	 	 	 
	
              Principal

            	
              $1,000,000
                

            	 	 	 
	
              Interest

            	
              5%

            	 	 	 
	
              Closing
                Date:

            	
              June
                20, 2005

            	 	 	 
	 	 	 	 	 	 


    

     

    
      	 	 	 	 	 	 	 	 	 	 	 
	
              Payment

            	 	
              Payment
                Due
                Date

            	 	
              Interest

            	 	
              Principal

            	 	
              Total
                Payment

            	 	
              Outstanding
                Principal

            
	
              1

            	 	
              09/01/2005

            	 	
              $4,166.67

            	 	
              $200,000.00

            	 	
              $204,166.67

            	 	
              800,000

            
	
              2

            	 	
              10/01/2005

            	 	
              $3,333.33

            	 	
              $200,000.00

            	 	
              $203,333.33

            	 	
              600,000

            
	
              3

            	 	
              11/01/2005

            	 	
              $2,500.00

            	 	
              $200,000.00

            	 	
              $202,500.00

            	 	
              400,000

            
	
              4

            	 	
              12/01/2005

            	 	
              $1,666.67

            	 	
              $200,000.00

            	 	
              $201,666.67

            	 	
              200,000

            
	
              5

            	 	
              01/01/2006

            	 	
              $833.33

            	 	
              $200,000.00

            	 	
              $200,833.33

            	 	
              0

            
	 	 	
               

            	 	
               

            	 	
              $1,000,000.00

            	 	
               

            	 	
               

            


    

    



    
      
        
        

      

      
        SCHEDULE
          I-1

        
          

        

      

      
        
        

        
          


        

      

    



    


     

    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 US$
      ____________________ of the principal amount of the above Debenture into Shares
      of Common Stock of Falcon Natural Gas Corp., 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:

            	
              US$

            
	
              Amount
                of Debenture unconverted:

            	
              US$

            
	
              Conversion
                Price per share: 

            	
              US$

            
	
              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:

            	 


    

    



    
      
        
        

      

      
        EXHIBIT
          A-1