Exhibit 4.1


 


THIS DEBENTURE HAS NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS DEBENTURE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS DEBENTURE.


 


	
  Original Issue Date:
  April 29, 2009

  	
   

  	
  $            

  



 


ENABLE HOLDINGS, INC.


12% SENIOR SECURED DEBENTURE


DUE OCTOBER 29, 2011


 


THIS DEBENTURE is one of a
series of duly authorized and validly issued 12% Senior Secured Debentures of Enable Holdings, Inc., a Delaware
corporation (the “Company”),
having its principal place of business at 8725 W. Higgins Road, Suite 900,
Chicago, Illinois 60631, designated as its 12% Senior Secured Debenture due October 29,
2011 (this debenture, the “Debenture” and, collectively with the other
debentures of such series, the “Debentures”). This Debenture is one of a
series of Debentures issued in connection with a Private Placement Memorandum
dated as of March 9, 2009 (the “PPM”) as amended or supplemented.


 


FOR VALUE RECEIVED, the
Company promises to pay to
                        
or his, her or its registered assigns (the “Holder”), or shall have paid
pursuant to the terms hereunder, the principal sum of
$                    
on October 29, 2011 (the “Maturity Date”) or such earlier date as
this Debenture is required or permitted to be repaid as provided hereunder, and
to pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Debenture in accordance with the provisions hereof.
This Debenture is subject to the following additional provisions:


 


Section 1.               Definitions. For the purposes
hereof, in addition to the terms defined elsewhere in this Debenture, the
following terms shall have the following meanings:


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any
Significant Subsidiary (as such term is defined in Rule 1-02(w) of
Regulation S-X) thereof commences a case or other proceeding under any bankruptcy,
reorganization, 


 

















 


arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction relating to the Company or any Significant
Subsidiary thereof; (b) there is commenced against the Company or any
Significant Subsidiary thereof any such case or proceeding that is not
dismissed within 60 days after commencement; (c) the Company or any
Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any
order of relief or other order approving any such case or proceeding is
entered; (d) the Company or any Significant Subsidiary thereof suffers any
appointment of any custodian or the like for it or any substantial part of its
property that is not discharged or stayed within 60 calendar days after such
appointment; (e) the Company or any Significant Subsidiary thereof makes a
general assignment for the benefit of creditors; (f) the Company or any
Significant Subsidiary thereof calls a meeting of its creditors with a view to
arranging a composition, adjustment or restructuring of its debts; or (g) the
Company or any Significant Subsidiary thereof, by any act or failure to act,
expressly indicates its consent to, approval of or acquiescence in any of the
foregoing or takes any corporate or other action for the purpose of effecting
any of the foregoing.


 


“Change
of Control Transaction” means the occurrence after the date hereof of any
of (i) an acquisition after the date hereof by an individual or legal
entity or “group” (as described in Rule 13d-5(b)(1) promulgated under
the Securities Exchange Act of 1934, as amended) of effective control (whether
through legal or beneficial ownership of capital stock of the Company, by
contract or otherwise) of in excess of 50% of the voting securities of the
Company (other than by means of conversion or exercise of the Debentures and
the Securities issued together with the Debentures), or (ii) the Company
merges into or consolidates with any other Person, or any Person merges into or
consolidates with the Company and, after giving effect to such transaction, the
stockholders of the Company immediately prior to such transaction own less than
50% of the aggregate voting power of the Company or the successor entity of
such transaction, or (iii) the Company sells or transfers all or
substantially all of its assets to another Person and the stockholders of the
Company immediately prior to such transaction own less than 50% of the
aggregate voting power of the acquiring entity immediately after the
transaction, or (iv) a replacement at one time or within a three year
period of more than one-half of the members of the Company’s board of directors
which is not approved by a majority of those individuals who are members of the
board of directors on the date hereof (or by those individuals who are serving
as members of the board of directors on any date whose nomination to the board
of directors was approved by a majority of the members of the board of
directors who are members on the date hereof), or (v) the execution by the
Company of an agreement to which the Company is a party or by which it is
bound, providing for any of the events set forth in clauses (i) through (iv) above.


 


“Conversion
Price” shall have the meaning set forth in Section 2(a).


 


“Debenture
Register” shall have the meaning set forth in Section 3(c).


 


“Event
of Default” shall have the meaning set forth in Section 7.


 

















 


“Interest
Payment Date” shall have the meaning set forth in Section 3(a).


 


“Market
Price” shall mean the average closing price of the Company’s Common Stock
on the principal exchange or OTC Bulletin Board or the Pink sheets for the five
(5) days prior to the date in issue.


 


“Original
Issue Date” means the date of the first issuance of the Debenture,
regardless of any transfers of the Debenture and regardless of the number of
instruments which may be issued to evidence such Debenture.


 


“Permitted
Indebtedness” means(a) the
indebtedness evidenced by the Debentures, (b) the Indebtedness existing on
the Original Issue Date, (c) indebtedness that (i) is expressly
subordinate to the Debentures pursuant to a written subordination agreement
with the Holders that is acceptable to each Holder in its sole and absolute
discretion and (ii) matures at a date later than the 91st day following
the Maturity Date,  (d) trade
payables incurred in the ordinary course of the Company’s business, (e) purchase
money indebtedness issued by Cari Bloom Management, Inc. on behalf of the
Borrower to purchase inventory incurred in the past or to be incurred in the
future, (f) credit facilities established by the Company with third
parties for the future purchase of inventory and the proceeds derived from such
inventory provided that any security interest or lien granted to such provider
is limited to inventory purchased under the credit facility and (g) the
indebtedness evidenced by Debentures.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens
for taxes, assessments and other governmental charges or levies not yet due or
Liens for taxes, assessments and other governmental charges or levies being
contested in good faith and by appropriate proceedings for which adequate
reserves (in the good faith judgment of the management of the Company) have
been established in accordance with GAAP; (b) Liens imposed by law which
were incurred in the ordinary course of the Company’s business, such as
carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and
other similar Liens arising in the ordinary course of the Company’s business,
and which (x) do not individually or in the aggregate materially detract
from the value of such property or assets or materially impair the use thereof
in the operation of the business of the Company and its consolidated
Subsidiaries or (y) are being contested in good faith by appropriate
proceedings, which proceedings have the effect of preventing for the
foreseeable future the forfeiture or sale of the property or asset subject to
such Lien; (c) Liens existing on the Original Issue Date and incurred in
connection with clauses (a) and (b) under the definition of Permitted
Indebtedness; and (d) Liens incurred in connection with Permitted
Indebtedness under clause (c) under the definition of Permitted
Indebtedness.


 


Section 2.               Conversion.


 


(a)           The Holder may, at any time prior to
the Maturity Date, convert all or any part of the principal amount and accrued
interest hereof into common stock, par value $0.001per share (“Common Stock”)  of the Company at a conversion price equal to
Fifty 


 

















 


Cents ($0.50) per share. 
The number of shares into which this Debenture is convertible and the
conversion price shall be appropriately adjusted to reflect dividends paid in
stock, stock splits, and other events as hereinafter provided.  The conversion price in effect from time to
time is herein called the “Conversion Price.”  The Company shall not issue any fraction of a
share of Common Stock on any conversion pursuant to the terms of this
Debenture.  Upon the surrender to the
Company of this Debenture for conversion, the Holder shall be entitled to
receive the number of full shares of Common Stock equal to the quotient
(exclusive of fractions) obtained by dividing the principal amount of this
Debenture then outstanding by the Conversion Price, and an amount in cash as an
adjustment in lieu of any fraction of a share resulting from such division,
equal to such fraction multiplied by the Market Price of one share of common
Stock on the trading day prior to the date of surrender of this Debenture for
conversion.


 


(b)           To convert this Debenture to shares
of Common Stock, this Debenture shall be surrendered to the Company at its
principal office or at such other office or agency as the Company may authorize
for such purpose, endorsed or accompanied by a written letter instructing the
company of the holders intent to convert, duly executed by the Holder or his or
her attorney or other signatory duly authorized in writing.


 


(c)           The Company shall issue and deliver,
in exchange for that portion of this Debenture so surrendered for conversion,
within five business days of the date of surender, certificates representing
the number of shares of Common Stock into which such Debenture shall be
convertible, issued in the name of the Holder or in such name or names as the
Holder may direct; plus a replacement debenture for the amount not so
converted, if applicable.  The conversion
right in respect of this Debenture shall be deemed to be exercised upon the
receipt by the Company of the Debenture so surrendered, duly endorsed or
accompanied by a written instrument as above provided.  The Holder of this Debenture shall be deemed
to have become a shareholder of record as of the date upon which this Debenture
shall have been so received, provided the requirements hereof are complied
with.  Thereupon, this Debenture shall be
deemed to be satisfied and discharged and no longer outstanding for any
purpose.  The receipt of this Debenture
so surrendered shall constitute full payment for the shares issued in conversion
thereof. Te Company shall provide, at its cost, any legal opinion required by
its transfer agent in connection with the issuance of the shares upon
conversion.  If allowed under Rule 144
as promulgated by the SEC, the share certificates shall be issued without
restrictive legend.


 


(d)           The number of shares of Common Stock
into which this Debenture is convertible and the Conversion Price shall be
subject to adjustment from time to time as follows:


 


(i)            In the event the Company declares a dividend on its
Common Stock payable in Common Stock or securities convertible into Common
Stock, or in any rights or options to purchase Common Stock or securities
convertible into Common Stock but not cash, the Holder shall, upon conversion
of this Debenture, be entitled to receive Common Stock at the Conversion Price,
and, in addition and 


 

















 


without having to make additional payments,
stock, or other securities which such Holder would have received by way of such
dividend as if continuously since the record date for any such dividend the
Holder (i) had been the record holder of the number of shares of Common
Stock then received, and (ii) had retained all prior dividends or
distributions in stock or securities payable in respect of such Common Stock or
in respect of any stock or securities paid as dividends and originating
directly or indirectly from such Common Stock.


 


(ii)           In the event the Company shall, during the time this
Debenture is outstanding, subdivide its outstanding Common Stock into a greater
number of shares, or shall combine outstanding shares of Common Stock into a
smaller number of shares, the Conversion Price shall be proportionately
adjusted to reflect the respective reduction or increase in value of each such
share of Common Stock.


 


(iii)          If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that holders of the Company’s
Common Stock shall be entitled to receive stock, other securities, or assets
with respect to or in exchange for such Common Stock, then, as a condition of
such reorganization, reclassification, consolidation, merger, or sale, the
Holder shall have the right to acquire upon the basis and upon the terms and
conditions specified in this Debenture and in lieu of the shares of Common
Stock that could be acquired immediately theretofore, such shares of stock,
other securities, or assets as would have been issued or delivered to the
Holder as if the Holder had converted this Debenture prior to such
reorganization, reclassification, consolidation, merger, or sale.


 


(d)           Upon an adjustment of the Conversion
Price, the Company shall give, within ten 
days, written notice thereof, by first class mail, postage prepaid,
addressed to the Holder, which notice shall state the Conversion Price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares that may be acquired at such price upon the conversion of this
Debenture, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. 
No failure to mail such notice or any defect therein or in the mailing
thereof shall affect the validity thereof except as to the Holder to whom the
Company failed to mail such notice or except as to the Holder whose notice was
defective.  The affidavit of an officer
of the Company that such notice has been mailed shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.


 


Section 3.               Interest.


 


(a)    Payment
of Interest in Cash. The Company shall pay interest to the Holder on the
aggregate unconverted and then outstanding principal amount of this Debenture
at the rate of 12% per annum, payable quarterly beginning on the first day of
the month 


 

















 


which
is the fourth month after the date of this Debenture (such date, the “Interest
Payment Date”) (if any Interest Payment Date is not a business day, then
the applicable payment shall be due on the next succeeding business day), in
cash f.


 


(b)           (c)   Interest Calculations. Interest shall be
calculated on the basis of a 360-day year, consisting of twelve 30 calendar day
periods, and shall accrue daily commencing on the Original Issue Date until
payment in full of the outstanding principal, together with all accrued and
unpaid interest, liquidated damages and other amounts which may become due
hereunder, has been made. Interest hereunder will be paid to the Person in
whose name this Debenture is registered on the records of the Company regarding
registration and transfers of this Debenture (the “Debenture Register”).


 


(d)   Prepayment.  The Company may prepay all or any portion of
the principal amount of this Debenture at any time upon 10 days prior written ‘
notice to the Holder.


 


Section 4.               Security.  The holder of this Debenture is entitled to
the rights as secured party  as
described   in a Security Agreement of
even date herewith.


 


Section 5.               Registration of
Transfers and Exchanges.


 


(a)   Different
Denominations. This Debenture is exchangeable for an equal aggregate
principal amount of Debentures of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be
payable for such registration of exchange.


 


(b)   Investment
Representations. This Debenture has been issued subject to certain
investment representations of the original Holder set forth in the Subscription
Agreement and Letter of Investment Intent and may be transferred or exchanged
only in compliance with applicable federal and state securities laws and
regulations.


 


(c)   Reliance
on Debenture Register. Prior to due presentment for transfer to the Company
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 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 is overdue,
and neither the Company nor any such agent shall be affected by notice to the
contrary.


 


Section 6.               Covenants. As long as any
portion of this Debenture remains outstanding, the Company shall not, and shall
not permit any of its subsidiaries (whether or not a Subsidiary on the Original
Issue Date) without the written consents of the Holders holding a majority in
dollar value of the Debentures, to, directly or indirectly:


 


(a) other than Permitted Indebtedness, enter into, create, incur,
assume, guarantee or suffer to exist any indebtedness for borrowed money of any
kind, including, but not limited to, a guarantee, 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;


 


(b) other than Permitted Liens, enter into, create, incur, assume
or suffer to exist any Liens 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;


 


(c) amend its charter documents, including, without limitation,
its Certificate of Incorporation and bylaws, in any manner that materially and
adversely affects any rights of the Holder; provided, however, the Holder
agrees that the Company’s increase of its authorized Common Stock shall not
constitute an amendment of its charter that materially and adversely affects
any rights of the Holder and therefore no consent of the Holders’ is required
in connection therewith;


 


(d) At any time when the Company is in default under the
Debentures, repay, repurchase or offer to repay, repurchase or otherwise
acquire any indebtedness, other than the Debentures if on a pro-rata basis,
other than regularly scheduled principal and interest payments as such terms
are in effect as of the Original Issue Date and on Permitted Indebtedness; and


 


(e)   pay
cash dividends or distributions on any equity securities of the  Company.


 


(f)    enter
into any agreement with respect to any of the foregoing.


 


Section 7.               Events of Default.


 


(a)    “Event of Default” means, wherever used
herein, any of the following events (whatever the reason for such event and
whether such event shall be voluntary or involuntary or effected by operation
of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):


 


(i) any default in the payment of the
principal amount of any Debenture or interest owing to a Holder on any
Debenture, as and when the same shall become due and payable which default,
solely in the case of an interest payment, is not cured within ten days;


 


(ii) the Company shall fail to observe or
perform any other covenant or agreement contained in the Debentures which
failure is not cured, if possible to cure, within the earlier to occur of (A) ten
days after notice of such failure sent by the Holder or by any other Holder and
(B) ten days after the Company has become or should have become aware of
such failure;


 


(iii) the Company or any Significant
Subsidiary  or any Guarantor of this
Debenture (as such term is defined in Rule 1-02(w) of Regulation S-X)
shall be subject to a Bankruptcy Event;


 
















 


(iv) the Company or any subsidiary shall
default on any of its obligations under any mortgage, credit agreement or other
facility, indenture agreement, factoring agreement or other instrument under
which there may be issued, or by which there may be secured or evidenced, any
indebtedness for borrowed money or money due under any long term leasing or
factoring arrangement that (a) involves an obligation greater than
$150,000, whether such indebtedness now exists or shall hereafter be created,
and (b) results in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable;


 


(v) the Company shall be a party to any
Change of Control Transaction;


 


(vi) any monetary judgment, writ or similar
final process shall be entered or filed against the Company, any subsidiary or
any of their respective property or other assets for more than $150,000, and
such judgment, writ or similar final process shall remain unvacated, unbonded
or unstayed for a period of forty-five calendar days;


 


(vii) the Company shall be in default under
the Company’s outstanding 18% Secured Convertible Debentures in the outstanding
principal amount of $2,450,000


 


(viii) the Company shall be in default of
the Intercreditor Agreement dated as of April 29, 2009 by and among the
original holder of this Debenture, the Company and certain other persons; or


 


(ix) the Company shall be in default of the
Security Agreement dated as of April 29, 2009 by and among the original
holder of this Debenture and the Company


 


(b)   Remedies Upon Event of Default.


 


(i)            If
any Event of Default occurs, the outstanding principal amount of this
Debenture, plus accrued but unpaid interest through the date of acceleration,
shall immediately become due and payable in cash.  Upon the payment in full of such outstanding
principal amount of this Debenture, plus accrued but unpaid interest, the
Holder shall promptly surrender this Debenture to or as directed by the
Company. In connection with such acceleration described herein, the Holder need
not provide, and the Company hereby waives, any presentment, demand, protest or
other notice of any kind, and the Holder may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law. Such acceleration
may be rescinded and annulled by Holder at any time prior to payment hereunder
and the Holder shall have all rights as a holder of the 


 

















 


Debenture until such time, if any, as the Holder
receives full payment pursuant to this Section 7(b)(i). No such rescission
or annulment shall affect any subsequent Event of Default or impair any right
consequent thereon.


 


Section 8.               Miscellaneous.


 


(a)    Notices. Any and all notices or other communications or deliveries to be
provided by the Holder hereunder, shall be in writing and delivered personally,
by facsimile, or sent by a nationally recognized overnight courier service,
addressed to the Company, at the address set forth above, or such other
facsimile number or address as the Company may specify for such purpose by
notice to the Holder delivered in accordance with this Section 8. Any and
all notices or other communications or deliveries to be provided by the Company
hereunder shall be in writing and delivered personally, by facsimile, or sent
by a nationally recognized overnight courier service addressed to each Holder
at the facsimile number or address of the Holder appearing on the books of the
Company, or if no such facsimile number or address appears, at the principal
place of business of the Holder. Any notice or other communication or
deliveries hereunder shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified on the signature page prior to
5:30 p.m. (Chicago time), (ii) the date immediately following the
date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified on the signature page between
5:30 p.m. (Chicago time) and 11:59 p.m. (Chicago time) on any date, (iii) the
second business day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given.


 


(b)    Absolute
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, liquidated damages and
accrued interest, as applicable, on this Debenture at the time, place, and
rate, and in the coin or currency, herein prescribed. This Debenture is a
direct debt obligation of the Company. This Debenture ranks pari passu with all
other Debentures now or hereafter issued under the terms set forth herein as
well as the 18% Senior Secured Debentures which were issued by the Company
between October 14, 2008 and November 21, 2008 to various holders in
the total outstanding principal amount of $2,450,000.


 


(c)    Lost
or Mutilated Debenture. 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 evidence of such loss, theft or destruction
of such Debenture, and of the ownership hereof, reasonably satisfactory to the
Company.


 


(d)     Governing
Law. All questions concerning the construction, validity, enforcement and
interpretation of this Debenture shall be governed by and construed and 


 

















 


enforced
in accordance with the internal laws of the State of Illinois, without regard
to the principles of conflict of laws thereof.


 


(e)    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. Any
waiver by the Company or the Holder must be in writing.


 


(f)    Severability.
If any provision of this Debenture is invalid, illegal or unenforceable, the
balance of this Debenture shall remain in effect, and if any provision is
inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances. If it shall be found that
any interest or other amount deemed interest due hereunder violates the
applicable law governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on this Debenture as
contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this indenture, and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefits or advantage of any such law, and covenants that it will not, by
resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Holder, but will suffer and permit the execution of every such
as though no such law has been enacted.


 


(g)    Next
Business Day. 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
succeeding business day.


 


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


 


(i)     Assumption. 
Any successor to the Company or any surviving entity in a Change of Control
Transaction shall (i) assume, prior to such Change of Control Transaction,
all of the obligations of the Company under this Debenture and pursuant to
written agreements in form and substance satisfactory to the Holder (such
approval not to be unreasonably withheld or delayed) and (ii) issue to the
Holder a new debenture of such successor entity evidenced by a written
instrument substantially similar in form and substance to this Debenture,
including, without limitation, having a principal amount and interest rate
equal to the principal amount and the interest rate of this Debenture and
having similar ranking to this Debenture, which shall be satisfactory to the
Holder (any 


 

















 


such
approval not to be unreasonably withheld or delayed).


 


 


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


 


 


	
  ENABLE HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: Jeffrey D.
  Hoffman 

  	
   

  
	
  Title: Chief Executive
  Officer