Unassociated Document


    EXHIBIT
      B

    


    
      	No. ____________ 	
               $_______________

            


    

     

    THE
      SMALL BUSINESS COMPANY, INC.

    


    10%
      CONVERTIBLE SUBORDINATED DEBENTURE

    Due
      January 31, 2009

    (Subordinated
      to Senior Debt)

    


    Dated __________2007

    


    On
      December 31, 2009, The Small Business Company, Inc., a corporation organized
      and
      existing under the laws of the State of Delaware (“Company”), for value
      received, hereby promises to pay to the registered holder(s) hereof (unless
      this
      Debenture shall have been earlier redeemed or converted into shares of the
      common stock, par value $0.0001 per share, of the Company (“Common Stock”), as
      hereinafter provided), at the office of the Company, the principal sum of
      Twenty-five Thousand Dollars ($25,000.00), and to pay interest thereon from
      the
      date hereof until payment or conversion (as hereinafter provided) of such
      principal sum, at the rate of ten percent (10%) per annum, payable on April
      1,
      July 1, October 1 and January 1 of each year and at maturity. This Debenture
      is
      one of an initially authorized issue of debentures of the Company, in the
      aggregate principal amount of Five Hundred Thousand Dollars ($500,000),
      designated as the 10% Convertible Subordinated Debentures (“Debentures”), all of
      like tenor (except as to number and denomination), issuable in integral
      multiples of One Hundred Dollars ($100).

    


    Subordination

    


    The
      payment of the principal of and interest on this Debenture is expressly
      subordinated to all Senior Debt (as hereinafter defined) of the Company, and,
      by
      acceptance of this Debenture, each registered holder hereof expressly agrees
      to
      such subordination. “Senior Debt” means (i) all indebtedness, secured or
      unsecured, evidenced by a note or similar instrument, whether now outstanding
      or
      hereafter created, incurred, assumed, issued or guaranteed by the Company which
      is for money borrowed, and (ii) renewals, extensions and refundings of such
      indebtedness, unless in any case it is provided that the particular
      indebtedness, renewal, extension or refunding is not Senior Debt.

    


    Optional
      Conversion

    


    From
      the
      date of issuance of this Debenture and at any time thereafter until and
      including, but not after, December 31, 2009, or, if called for redemption in
      whole or in part at the option of the Company, at any time until and including,
      but not after, the date fixed for redemption, upon surrender of this Debenture
      at the office of the Company, the registered holder(s) hereof shall be entitled
      to convert the principal amount of this Debenture, or any portion thereof
      (including amounts called for redemption), in integral multiples of One Hundred
      Dollars ($100), into shares of Common Stock, fully-paid and non-assessable,
      at a
      price of $0.20 per share..

    


    Accrued
      interest, if any, on the principal amount of this Debenture, or any portion
      thereof, which is converted into Common Stock will be determined as of the
      date
      of conversion; the registered holder(s) hereof shall be entitled to convert
      the
      amount of such accrued interest, or any portion thereof, in integral multiples
      of One Hundred Dollars ($100), into shares of Common Stock, fully-paid and
      non-assessable; any such accrued interest on converted principal which interest
      is not converted into Common Stock will be paid in cash to the registered
      holder(s) hereof within ten (10) days following such conversion
      date.

    


    The
      above
      conversion rates are subject to adjustment in case the Company pays to its
      shareholders a dividend payable in Common Stock or in other securities carrying
      rights to acquire Common Stock or assets (other than cash); or, if it subdivides
      or combines its Common Stock; or if there is a split, reverse split or other
      reclassification of the Common Stock; or if rights or warrants are issued to
      all
      shareholders entitling them to purchase Common Stock or other securities at
      a
      price per share less than the then effective purchase price payable for shares
      of Common Stock acquired upon conversion of Debentures. No adjustment to the
      conversion rate is required if the Company otherwise issues, in exchange for
      cash, property or services, Common Stock or any security carrying rights to
      acquire Common Stock.

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    


    Optional
      Redemption

    


    At
      any
      time after December 31, 2007, the Company may, at its option, redeem all of
      the
      Debentures at any time or some of them from time to time, upon payment of 105%
      of the principal amount thereof plus accrued interest to the date of redemption.
      Notices of such optional redemption will be mailed at least fifteen (15) days
      prior to the redemption date to each holder of Debentures to be redeemed at
      the
      registered address of such holder; Debentureholders receiving such notice may
      convert all or a part of the aggregate principal amount of Debentures held
      by
      them to Common Stock prior to the date of redemption, in accordance with the
      conversion terms set forth herein.

    


    Registration
      and Transfer

    


    This
      Debenture shall be registered as to principal in the name of the owner(s) at
      the
      principal office of the Company, and is transferable only at said office by
      the
      registered owner(s) or duly authorized attorney. No transfer of this Debenture
      shall be registered unless the Company is satisfied that such transfer will
      not
      result in the original issuance of this Debenture being considered to be in
      violation of the Securities Act of 1933, as amended, or other applicable
      securities laws and regulations. This Debenture is divisible upon surrender
      for
      optional conversion in part into Common Stock, in which case a new Debenture,
      in
      the amount of the principal and accrued interest, if any, not converted will
      be
      issued in the name of the registered holder(s) hereof.

    


    Events
      of Default

    


    The
      following shall constitute events of default under this Debenture:

    


    1. Default
      in the payment of interest on this Debenture, when and as such interest shall
      have become due and payable, whether at maturity or otherwise, which default
      shall have continued for a period of thirty (30) days;

    


    2. Default
      in the payment of the principal of this Debenture when due, whether at maturity
      or otherwise, which default shall have continued for a period of thirty (30)
      days;

    


    3. Default
      in the due observance or performance of any other condition or covenant
      contained in this Debenture required to be kept or performed by the Company,
      which default shall have continued for a period of ninety (90) days after
      written notice thereof shall have been given to the Company by the holder(s)
      hereof;

    


    4. The
      elapsing of a period of sixty (60) days after:

    


    (a) the
      adjudication of the Company as a bankrupt by a decree of a court of competent
      jurisdiction;

    


    (b) the
      entry
      by such a court of an order approving a petition seeking reorganization of
      the
      Company under the Federal Bankruptcy Code or any other applicable law or statute
      of the United States of America or any state thereof; or

    


    (c) the
      appointment by order of such a court of a receiver or receivers of the Company
      or of all or any substantial part of the property of the Company upon the
      application of any creditor in any insolvency or bankruptcy
      proceeding;

    


    provided
      that any such order or decree shall not have been vacated or set aside, but
      that
      such period of sixty (60) days shall not include any period during which any
      such decree or order shall be stayed upon appeal or otherwise;

    


    5. The
      filing by the Company of a petition for voluntary bankruptcy or the making
      by it
      of a general assignment for the benefit or creditors or the consenting by it
      to
      the appointment of a receiver or receivers of all or substantially all of the
      property of the Company; or the filing by the Company of a petition or answer
      seeking reorganization under the Federal Bankruptcy Code or any other applicable
      law or statute of the United States of America or any state thereof or seeking
      the benefits of any insolvency act; or the admission in writing by the Company
      of its inability to pay its debts generally as they become due.

    


    Consolidation,
      Merger and Sale

    


    Nothing
      contained in any of the Debentures shall prevent any consolidation or merger
      of
      the Company with or into any other corporation or corporations, or successive
      consolidations or mergers in which the Company or its successor or successors
      shall be a party or parties, or shall prevent any sale or conveyance of the
      property of the Company, as an entirety or substantially as an entirety, to
      any
      other corporation authorized to acquire the same; provided, however, and the
      Company covenants and agrees, that, upon any such consolidation, merger, sale
      or
      conveyance, the due and punctual payment of the principal of and interest on
      all
      of the Debentures, according to their tenor, shall be expressly assumed by
      the
      corporation formed by such consolidation or the corporation into which the
      Company shall have been merged or the corporation acquiring such property.
      In
      case of any such consolidation, merger, sale or conveyance, and in case the
      successor corporation shall have assumed by instrument in writing the due and
      punctual payment of the principal of and interest on all of the Debentures,
      and
      the due and punctual performance of all covenants and conditions set forth
      therein, such successor corporation shall succeed to the Company as party
      thereto with the same effect as if it had been named therein as a party; and
      such successor corporation thereupon may cause to be signed and may issue,
      either in its own name or in the name of the Company, any or all of such
      Debentures issuable which theretofore shall not have been issued by the Company.
      The Company covenants and agrees that, in case it shall consolidate or merge
      with, or shall sell its property as an entirety or substantially as an entirety
      to, any other corporation, as part of the terms of such consolidation, merger
      or
      sale, the holder(s) hereof will thereafter be entitled to convert this Debenture
      into the same kind and amount of securities (including in that term stock of
      any
      class or classes) and other assets as may be issuable or distributable by the
      terms of such consolidation, merger or sale with respect to the number of shares
      of Common Stock into which this Debenture is convertible at the time of such
      consolidation, merger or sale.

     

    
      
         

      

      
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    Modification
      and Amendment

    


    The
      Debentures may be modified or amended with the consent of the holders of at
      least sixty-six and two/thirds percent (66-2/3%) in principal amount of the
      Debentures then outstanding; provided that no such modification may (i) extend
      the fixed maturity of any Debenture, or reduce the principal amount thereof,
      or
      reduce the rate or extend the time of payment of interest thereon; or impair
      the
      conversion rights of the holders of Debentures without the consent of the
      holder(s) of each Debenture so affected, or (ii) reduce the aforesaid percentage
      of Debentures, the consent of the holders of which is required for any such
      modification, without the consent of the holders of all Debentures then
      outstanding. Without the consent of any Debentureholder, the Company may amend
      the Debentures to cure any ambiguity, defect or inconsistency or to provide
      for
      uncertificated Debentures in addition to or in place of certificated Debentures
      or to make any change that does not materially adversely affect the rights
      of
      any Debentureholder.

    


    No
      Recourse Against Others

    


    A
      director, officer, employee or stockholder, as such, of the Company shall not
      have any liability for any obligations of the Company under the Debentures
      or
      for any claim based on, in respect of or by reason of, such obligations or
      their
      creation. Each Debentureholder by accepting a Debenture waives and releases
      all
      such liability. The waiver and release are part of the consideration of the
      issue of the Debentures.

    


    IN
      WITNESS WHEREOF, THE SMALL BUSINESS COMPANY, INC. has caused this Debenture
      to
      be signed in its corporate name by its President or a Vice President, manually
      or in facsimile, and its corporate seal or a facsimile thereof to be imprinted
      hereon and attested by the manual or facsimile signature of its Secretary or
      an
      Assistant Secretary.

    


    


    
      	 	 	THE SMALL BUSINESS COMPANY,
              INC. 
	 	 	 
	 	 	By:______________________________ 
	 	 	
              President

            
	 	 	 
	[CORPORATE SEAL] 	 	 
	 	 	 
	 	 	Attest:___________________________
	 	 	
              Secretary 

            


    

    


    THIS
      DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
      OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
      RESPECT TO THIS DEBENTURE UNDER SAID ACT AND SUCH LAWS OR AN OPINION OF COUNSEL
      (WHICH MAY BE COUNSEL TO THE ISSUER) SATISFACTORY TO THE ISSUER TO THE EFFECT
      THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    
      
         

      

      
        B-3

        
          

        

      

      
         

      

    


    THE
      SMALL BUSINESS COMPANY, INC.

    


    


    10%
      CONVERTIBLE SUBORDINATED DEBENTURE

    Due
      December 31, 2009

    (Subordinated
      to Senior Debt)

    


    


    CONVERSION
      NOTICE

    


    Each
      undersigned registered holder of this Debenture elects to convert $ (all
      or a
      portion of the outstanding principal balance and accrued interest; integral
      multiples of $500 only) of this Debenture into Common Stock of the Company,
      pursuant to the terms and conditions set forth herein; the certificate
      evidencing such Common Stock will be issued in the name of the undersigned
      registered holder(s).

    


    
      	Dated_______________________ 	 	 
	 	 	
              (Signature
                of Holder) 

            
	 	 	 
	 	 	 
	 	 	
              (Print
                or Type Name) 

            
	 	 	 
	 	 	 
	 	 	
              (Signature
                of Holder) 

            
	 	 	 
	 	 	 
	 	 	
              (Print
                or Type
                Name) 

            


    

    


       

    
      

    

    
THIS
      NOTICE AND THE DEBENTURE OF WHICH IT IS A PART MUST BE PRESENTED AT THE OFFICE
      OF THE COMPANY TO EFFECT CONVERSION INTO COMMON STOCK. UPON SURRENDER OF THIS
      DEBENTURE AS AFORESAID, THE COMPANY WILL ISSUE A REPLACEMENT CERTIFICATE, IN
      THE
      AMOUNT OF ANY PRINCIPAL BALANCE NOT CONVERTED, TO THE HOLDER(S)
      HEREOF.

     

    
      
         

      

      
        B-4